


Tangled Webs

by Sybil_Silverphoenix



Series: Spider-Man's POV for 'Heroes and Villains' [2]
Category: Avengers, Spider-Man - Fandom
Genre: Aunt May more than suspects something is up with Peter, Gen, Heroes & Villains, Juggling Secret Identity with everyday life, Mary Jane Watson is a newsblog reporter, Mentor Tony/Student Peter, Peter hangs out with Tony, Sinister Six - Freeform
Language: English
Status: In-Progress
Published: 2015-01-04
Updated: 2017-02-21
Packaged: 2018-03-05 09:25:11
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 24,549
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3114782
Author URL: https://archiveofourown.org/users/Sybil_Silverphoenix/pseuds/Sybil_Silverphoenix
Summary: <blockquote class="userstuff">
              <p>Spider-Man has to deal with not one, not two, but multiple foes… The Sinister Six… as he struggles to balance his home life with Aunt May, selling photos to the Daily Bugle where he meets a certain redheaded amateur reporter named Mary Jane Watson, and a paid internship at Stark Tower where he has been taken under Tony Stark's mentoring wing. How is Peter Parker going to handle this? Especially when it hits the proverbial fan?</p>
            </blockquote>





	1. Plots and Schemes

**Author's Note:**

> This chapter ties in with chapter one of Siege Tactics.

**Summary for the Chapter:**

> Peter Parker is enjoying his time as an intern at Stark Tower or rather Avengers Tower as the Intern of a certain Tony Stark and 'Hero in training' under the tutelage of the Avengers. He is also busy cleaning up the streets of the riff-raff that ails MidTown...
> 
> When Spider-Man gets a new toy (thanks to Tony Stark), he comes to love the perks of being acknowledged superhero.
> 
> But the Bad Guys aren't resting on their laurels either... Harry is setting up a new team of his own now... and there will be Hell to pay once he is ready.

**Notes for the Chapter:**

> A/N: This chapter ties in with chapter one of Siege Tactics.
> 
> Adrian Drago in the Ultimate Spider-Man comics was modeled off of Jason Statham and I think it would be kick ass if they got him to play as The Vulture… so Vulture in this fic looks like Jason Statham. Alex O’Hirn, the new Rhino, I think Norman Reedus would be good as this character. He can pull off the Irish accent very well since he was in Boondock Saints, but I like his scruffy look in The Walking Dead, so think Irish Daryl while reading the parts with Rhino.
> 
> I hope you enjoy this story as much as I enjoy writing it.  
> We (the fans) were promised the Sinister Six at the end of Amazing Spider-Man 2 but now Marvel Studios is going to reboot Spider-Man AGAIN so that is a lost cause now...
> 
> Oh well... in my opinion... that just means they aren't taking advantage of all the possibilities to weaving all of their current film franchises together. I know, I know... different movie studios own the rights... but they ALL BELONG TO Marvel in the end, so Marvel should do some more pushing... for all of us fans ;)
> 
> That being said... I do hope you enjoy :)

The last several weeks have been a boon for Peter Parker. Starting with Tony Stark offering him a paid internship at Avengers Tower at the beginning of the summer where he gets to train with the Avengers and tinker on new tech while Tony Stark mentors him and pushes him to think quicker and be better. Together they have developed a synthetic web fluid since Peter can’t get the webbing from Oscorp anymore. Natasha Romanoff as been training him to be a better fighter as well… and Peter has developed something of a ‘school boy’ crush on the former spy. He hates to admit it… but he is jealous of Captain America, who still has yet to show up by the way, which is just crude. Peter would never leave a gorgeous woman unattended for so long, but going down that line of thought could get him into trouble.  
One thing Peter has been doing to take his mind off of the beautiful redhead, is going out and patrolling the streets… stopping petty thief and gang violence, even stopping schoolyard bullies from picking on other kids. Usually, Peter sets up his camera and takes photos of ‘Spider-man’ swinging around… though this late afternoon as he swings his way towards Avengers Tower from the West Side, Spider-man’s spidey sense tingles and he spots some gang members in a heated argument, so he decides it’s time to take some photos of Spider-man in action for once. He sets up his digital camera on a ledge to take photos every three seconds and drops down just as things starts to escalate.  
“You wanna rip me off, B-Ron.” One thug in red says as he pulls out a 9-mm hand gun and points it side ways at the skinny guy in a white tank top with baggy pants who starts sputtering. Before the trigger is squeezed, a web line snags the gun and it is ripped out of the thug’s hand. “What the hell?” Everyone looks up.  
“That’s no way to settle things, fellas.” Spider-man says as he repels down head first still a good twenty feet over their heads. “How about we talk this out in a civilized manner?”  
“It’s the Bug Boy!” Another gangster in red says and the group of four pull out their hand guns. As they start to fire, Spider-man flips off the brick building and quickly fires four web bullets which cover the guns and hands holding them. The guy in white runs away.  
“Where do you think you’re going?” Spider-man says as he tags the fleeing drug dealer with a web line and jumps up to attach the line to a fire escape. He then flips away just as one of the thugs below pulls the webbing from his gun and starts to fire again. Spider-man lands easily behind him and sweeps his feet out from under him and quickly cocoons him in webbing.  
“Looks like you’re all tied up at the moment.” Spider-man quips. He then notices the other thugs start to run away. He fires out two web lines at two thugs running in opposite directions and attaches those lines together then flips away. As they run, the now single line grows taut and they are pulled backwards until they collide back to back. Their heads hit and they knock each other out.  
“Now that’s usin’ your heads.” Spider-man says with a chuckle and casually flicks out a long reaching line to catch the final gang member who falls to the sidewalk on his face and is dragged back by Spider-man.  
“Well, looks like my work is done here. Now you guys need to learn from this that crime doesn’t pay. In fact, do something more constructive with your lives than sell drugs, please.” Spider-man says then looks down and sees a gathering crowd on the street below. “Call the boys in blue to take these drug dealers in!” Spider-man declares down to the crowd.  
“Thank you, Spider-man!” A kid calls out from below.  
“All in a day’s work for your Friendly Neighborhood Spider-man!” He then says and offers a salute before he jumps away and swings off on a web line. He then doubles back taking another route and collects his camera. Spider-man is walking along the roof and checking the images on the display. He nods at how good the shot is of him taking the gun away during his entrance. His spidey sense then tingles and he flips up as an arrow comes sailing in. He lands and as he does another arrow whizzes in and bursts. The bola catches his hand and secures him to the fire escape.  
“Don’t get sloppy, kid.” Comes a cool voice over his earbud comlink and Spider-man looks in the direction the last arrow was fired from.  
“Hawkeye!” Spider-man says as he dangles there and sees the archer cleaning his light purple-hued sunglasses. “Do you mind? I was working.” Spider-man adds annoyed. If Hawkeye is in town then that means Natasha is out guarding Pepper Potts to where ever she’s gone off to… L.A. most likely, but one never knows.  
“Someone has to keep an eye on you.” Hawkeye says with a smirk as Spider-man frees himself and flips down to stand next to the archer. “And Tony wanted me to give you this.” Hawkeye adds and tosses Spider-man a key on a key ring with a dangle of his spider logo.  
“What’s this to?” Spider-man then asks.  
“Follow me and find out.” Hawkeye says and fires a grapnel arrow up. It sets in place and the archer is pulled away up to the roof of the next building. Spider-man follows by jumping then throwing two web lines, he pulls back, and slings himself up. He lands gracefully on the high roof edge as Hawkeye walks away towards the coolest looking motorcycle Peter Parker has ever laid eyes on. It is black with red accents and raised web lines that are chromed on the tank and body. The wheels are wide… wider than Peter thinks they should be.  
“Seriously? Stark gave me this?” Spider-man asks excited and dumbfounded at once as he walks around it.  
“Sure did.” Hawkeye starts. “Said something about how he didn’t want you wasting all of your webbing on traveling across the city.”  
“How did you get it up here?” Spider-man then asks curiously. Hawkeye grins.  
“That’s the cool part… this bike isn’t like any other bike anywhere.” Hawkeye then says and hops on. “You start it. Make sure you put the kickstand up then take it for a spin. It has swiveling web shooters on the bottom so you can ride the wires, Spidey. Hop on and I’ll show ya what it can do before you kill yourself on it.”  
“This bike is so awesome.” Spider-man says as he complies eagerly and sits behind Hawkeye. He holds the seat behind him rather than Hawkeye.  
“You might wanna hold on tight.” Hawkeye cautions as he starts up the electric engine and it purrs whisper-quiet.  
“I’m NOT holdin’ on to another dude… besides, I have-” Spider-man starts but the back tire squeals and they shoot forward and go flying off the edge. “Sticky hands!!!” Spider-man finishes as he screams and holds onto the seat for dear life. Hawkeye smirks and hits the spider logo on the tank and suddenly a web line shoots out and strikes the ledge of another building’s roof as one simultaneously fires out the back. They ride down the line and onto the roof then repeat this process until Spider-man is laughing and cheering. Hawkeye then brings it to a stop on a roof several blocks from where they started.  
“That was… AWESOME!!!” Spider-man says as he bounds off the bike excitedly and hops about pulling a series of fist pumps. “Can I drive it now, pleasepleaseplease PLEASE?” Spider-man then begs. Hawkeye rolls his eyes and gets off the bike.  
“If you can start it and travel on a web line… then I’ll let you drive us back to the Tower.” Hawkeye says and watches with crossed arms as Spider-man hops on and starts the bike.  
“Start it. Kickstand. Throttle!” Spider-man says and screams as he takes off and goes over the edge of the building. He quickly drops a web line and rides it down to another roof where he slides the bike around as he skids to a stop. He then races back up the web line to the roof where Hawkeye waits.  
“I think I’m getting the hang of this.” Spider-man then says with a chuckle to the archer. “Hop on, Birdie.” He then adds.  
“Excuse me, Bug Boy?” Hawkeye says with a cold look.  
“Erm… uh, I mean… Hawkeye, sir.” Spider-man corrects quickly and Hawkeye straddles the bike behind Spider-man.  
“Stay on the rooftops… I really don’t want anyone to see me riding behind you.” Hawkeye then says.  
“Planned on it.” Spider-man says and turns the bike to face Avengers Tower. They go off the roof with Spider-man cheering and ride the web lines there.

~ ~ ~ ~ ~ ~ ~  
Harry Osborn paces his darkened room at his lavish apartment in lower Manhattan. He is sullen and more than a little angry that his failed attempt to collect a blood sample from his so-called friend Peter Parker several months ago. His condition has stabilized… for now… thanks to the experimental serum he took and the exo-suit he got from Oscorp’s ‘treasure chest’. At least that’s what he’s been calling it. He has had to wear the armor more often than not these last few weeks and is getting fed up with waiting for a cure… though he has one of his father’s former scientists, a certain Dr. Otto Octavius, working on improving the serum.  
Harry stops as he looks in a mirror and notices the pointy ears that never seemed to go away after his first use of the serum… the engineered spider venom… that keeps his genetic disorder at bay. He looks pale and ‘green around the gills’ so to speak.  
“Damn you Peter Parker!” Harry yells and smashes the mirror with his fist. It shatters and the pieces fall to the hardwood floor where they facture and each reflective shard contains a fragment of Harry’s face held within as they lay about the disgraced rich boy’s feet. He sneers down at the disjointed image of himself.  
“Temper, temper.” Comes the cold detached voice though it holds a smirk within as the owner speaks to the angry young man. Harry turns to regard the owner the voice… a short man dressed in a black suit with a black fedora that shadows his older face. Gustav Fiers. “You know your anger only intensifies your symptoms.” Mr. Fiers adds as he approaches Harry.  
“Is Doctor Octavius closer to refining the serum?” Harry asks as he calms himself though he still wears a scowl. “You know that’s the only answer I care to hear… unless you wish to speak to me about recruitments for Project Sinister Six.”  
“Doctor Octavius has managed to refine the serum as far as he can… without a blood sample from Spider-man that is.” Fiers says coolly and Harry growls his displeasure. “Though I think I have found a solution to the acquisition of a sample.” He then adds and Harry looks at him with hopeful eyes.  
“Tell me?” Harry commands.  
“Well… she will require a sizable amount of money to pull it off.” Fiers replies.  
“Money is not a problem.” Harry says without thinking.  
“As far as your money is concerned. Your funds have limits and with Oscorp getting such bad press over the last year… well, things are getting harder on the business end.” Fiers says cautioning Harry.  
“We’ll make it work.” Harry snaps then calms himself before looking at Mr. Fiers once more. “When do I meet this… Lady?” Harry then asks.  
“Actually… you’ve already met her.” Fiers says casually. “Her name is Felicia Hardy.”  
“My assistant?” Harry asks skeptically.  
“Yes, she is more than a pretty face with good business sense.” Mr. Fiers starts. “She has… other talents as well.”  
“And how will these talents be used to my advantage?” Harry asks.  
“I have sent her to where Peter Parker frequents… Avengers Tower.” Mr. Fiers says and Harry snaps his gaze back to the man in black.  
“If she is discovered by Tony Stark or any of those other freaks that work with him-” Harry starts hotly. “I cannot risk drawing the attentions of the so-called team of Earth’s mightiest heroes to my schemes.”  
“Ms. Hardy will handle things… discreetly. I can assure you of that.” Fiers says.  
“Stark’s already seen to aiding Spider-man take down the first of my Sinister Six.” Harry starts and moves away. “Has the new Rhino suit been upgraded?” Harry then asks as he turns on his heel at the door.  
“Yes, and the Vulture wing suit is ready as well. I want you to meet the men who will don these devices. You’ll find them to be very interesting no doubt.” Says the man in black as he smiles.  
“We shall see about that. I will meet them at the warehouse shortly. First… I need to get ready.” Harry says as he narrows his eyes then turns and enters his bedroom.  
~ ~ ~ ~ ~ ~ ~

Spider-man and Hawkeye scale the outside of Avengers Tower on a web line as they take the new bike up to the heli-pad. The bike skids to a stop as they crest the lip of the balcony and Hawkeye dismounts.  
“So who had more fun driving the Spidey-bike?” Tony asks as he walks out to greet the two.  
“I LOVE IT!!!” Spider-man says as he bounds over to Tony and shakes his hand.  
“Next time… park it in the garage.” Tony says and Spider-man agrees and hurries inside. Hawkeye then strolls around the bike and looks up as Tony approaches.  
“You owe me one of these.” The archer says with a smile to the billionaire.  
“Whatever.” Tony says then gives Hawkeye a pointed look and the archer’s smile fades a little. “Cap called. He needs some help on his European trip.”  
“So? Send Romanoff… I’m sure she’d be more than willing to help her boyfriend.” Hawkeye says with slight irritation.  
“She’s going… and so are you, so get over this grudge, please… or I’ll clip your wings, Bird Boy.” Tony says then starts to head back inside. “Oh, you will be leaving in an hour just so ya know.” Hawkeye sighs as he walks next to Tony.  
“So do you wanna talk about it at least?” Tony then offers as he stops the sullen archer who gives the billionaire a wane glare. “All right then if you wanna carry it… then carry it.” Tony then says and starts to turn.  
“It’s…” Clint starts then sighs. “It’s just that… I really cared about Natasha. Hell, I still do… but I always thought she’d open up fully to me, eventually.”  
“Well, the Good Captain has a way of getting everyone to like him… as well as to trust him.” Tony says with a shrug.  
“Not helping.” Clint groans.  
“Look… Clint.” Tony says as he places a hand on Hawkeye’s shoulder. “Natasha is a very secretive lady… and I bet, no… I know that she sees you as a true friend. So stop acting all distant with her and try.”  
“Try what?” Clint asks with some heat.  
“To be her friend.” Tony answers. “You were the one that saw something in her.”  
“She was ready for a change.” Clint says and sighs.  
“She was… and change has come again. So just be there for her. Whatever she decides to do.” Tony says and offers a small smile. Clint slowly nods his head.  
“You’re right.” Clint starts. “I’ve been a jealous prick. That’s so unlike me.”  
“One of those ‘personality’ things from being mind-jacked by He-Who-Must-Not-Be-Named, huh?” Tony says and starts to chuckle though Hawkeye glares at him again.  
“Yeah, whatever.” Clint then says with a sigh and the two men enter the penthouse floor.  
“So did anything exciting happen this afternoon?” Tony asks Peter as he comes back to the lounge area after changing. Peter scratches the back of his head and shrugs.  
“Nothin’ I couldn’t handle.” Peter starts then pulls out his camera. “I got some sweet photos of Spider-man taking down some gang members. I’m gonna sell some to the Bugle.”  
“Let me see?” Tony asks and Peter hands over the camera. Tony starts going through the various photos. “Some of these are gems. They’ll just be wasted on that old Fossil Jameson at the Daily Bugle. Give him one good one and take the rest to some other papers. Wouldn’t that really stick in J.J.’s craw if some better pics were in more respectable papers.” Tony adds and laughs.  
“You think so?” Peter asks.  
“Yeah… you should do it first thing tomorrow. In fact, JARVIS can help you out with getting into contact with some of the other papers here in town.” Tony says then wraps his arm around Peter’s shoulder. “Now, we’ve got work to do, Pete.”  
~ ~ ~ ~ ~ ~ ~

“This is Adrian Drago…” Mr. Fiers says as he gestures to the grim looking balding man. Harry shakes his hand yet eyes him all the same as Adrian squeezes his hand harder. He squeezes back and watches as Adrian winces slightly. Harry’s strength has been augmented by the serum he took so now he isn’t as weak as he looks. “And this is Alex O’Hirn.” Fiers adds as he gestures to the dark haired man next to Adrian.  
“My friends call me ‘Blackie’.” Adrian says with his gruff accented voice. He sounds like he might be British… or Australian, it’s thin so it’s a little harder to tell.  
“I can see why… if your mood is any indicator.” Harry says with a cocky smirk as he back steps from the two men, but before Adrian can say anything… Harry continues. “Gentlemen, I have hired you on for a fun adventure of mayhem and villainy.”  
“What do you want us to do?” Adrian asks as he eyes Harry.  
“Why that’s simple… we are going to rob the Federal Reserve of all its gold.” Harry answers with a chuckle and a wide grin.  
“Are you mad?” Adrian says.  
“No… just desperate.” Harry says with a frown then sneers, “I detest being ground under the heel of those who’d see me to ruin. So I’m going to take what is owed to me… and more… much, much more.”  
“What of the Avengers or this newcomer… Spider-man?” Adrian then asks.  
“Ya, we’re just two guys.” Alex adds in his Irish accent.  
“Funny you should ask…” Harry says then pulls the tarp off the table behind him… it’s his glider and armor. He hops up onto the glider and steps into his armor and a mad glint fills his eyes as he lets the venom take him over. “Curtsy of OsCorp Industries… I give to you… the Vulture flight suit…” The lights illuminate a corner of the warehouse room then as the transformed Harry flies over and the green tinted wings and jet pack are revealed along with a tech armor suit similar to Harry’s.  
“Capable of speeds excess of three hundred miles per hour with maneuverability enough to manage the tight spaces of urban aerial combat… not to mention a body suit of multi-layered OsCorp designed bio-filaments and military grade scale armor. It also has some unique bio-features that allow this armor to heal you as soon as you are injured. It makes you stronger, faster, and tougher to kill. Work for me… and it is yours Adrian Drago.” Harry then hovers over to the other side of the room that is still darkened. As it lights up it reveals…  
“Behind door number two! We have this bad boy… a combat ready mech-suit capable of going toe-to-toe with Tony Stark’s Iron man armor-” Harry starts as he talks about the large hominoid looking suit with a rhino’s head.  
“It’s a fookin’ Rhino… and I watched the news, sweetheart. Iron man kicked the Rhino’s arse during its first appearance.” Alex says through his Irish accent. Harry turns and his glider moves him to come face to face with Alex O’Hirn.  
“That was the old suit… this one has been designed specifically to handle the preening billionaire… should he show up that is.” Harry says as he crouches upon his hovering glider. “It will make you as strong as that green giant brute, The Hulk… so you’ll be more than enough to take on any challenge we face.”  
“Fine. As long as I get my share… I’m in.” Alex says as he agrees to the task.  
“We’ll wait for the perfect moment to strike, gentlemen. Until then acquaint yourselves to your new toys but don’t draw attention… at least not yet.” Harry says as he moves away from them upon his glider. He allows them the time to get ready. Alex steps into the new Rhino mech-suit and it closes around him easily. Adrian takes longer as he has to get into the body suit and helmet first.  
“Part of me thought this suit was silly…” Adrian starts but he slides the last latch closed and presses a button on the display of his left forearm that serves as a control panel… and the wings fold out and the jet pack starts. “But now… I find it kinda bad-ass.” Adrian finishes and grabs the handles at the second joint of each wing. He then flies up into the air and hovers.  
The Rhino suit kicks at the restrains of the transport box the suit was brought in and steps out and raises to its full twelve foot height. It then rolls its shoulders and slams its fists together with a mighty clang. He then walks forward and starts to run. The horned head and broad shoulders lower just before impacting the warehouse’s brick wall and the Rhino goes right through it. He stands tall and turns to face his fellows.  
“I think I might come ta like this fookin’ suit.” Alex’s voice says over the intercom.  
“To the underground, Rhino. Your head’s up display will guide you to your target.” Harry says as he goes through the hole created by the Rhino.  
“Where are we going then?” Alex asks in his Irish accent.  
“To gather the last member of our little team…” Harry says with a wicked smile then zooms off. Adrian shots out of the hole as well and flies high skimming past, around, and over buildings as they go. He follows the path projected as it is displayed in his goggles. As he passes through an alleyway, he notices how his wings cut through a few lines with clothes hanging on them. In no time at all it seems, the two fliers arrive on the Brooklyn shore just a short ways down from the Ravencroft Institute. Adrian lands as Harry hovers.  
“Now what?” Adrian asks.  
“Now we wait… Vulture.” Harry says with a smile. Ten minutes pass and the Rhino mech-suit comes out of the water. It struts up to the two waiting men.  
“Fook me. I’m really happy this thing’s water-proof.” Alex says as the head goes up and the chest sections part to reveal the man inside. “I figured stompin’ across the Brooklyn Bridge was out of the question, so I swam.”  
“Okay… so I’m the Vulture… he’s the Rhino… what do we call you?” Vulture asks as he looks to their employer.   
“Call me, Boss.” Harry says with a wicked grin. “Alright, gentlemen… if you will step this way.” Harry says from his glider. “Rhino… if you’d be so kind as to go and knock on the door.”  
“Sure thing, Boss.” Alex says as the chest sections slide into place and the head comes down. The bulking metal suit then rushes across the park area they are in, goes right across the roadway through a chained fence cement post, and then straight into the security doors of the Ravencroft Institute’s main entrance. The large mech-suit’s rhino head swings around and shakes the metal frame from the long sharp horn then charges again. Adrian flies through the opening and lands. His wings fold up and tuck into the jetpack he is wearing. He doesn’t say a word as a couple of security guards appear with taser wands and Blackie goes to work… In moments, the guards are taken out by the Vulture’s fighting skills.  
“Move on to the prisoner levels.” Harry says as he comes through the smashed doors on his glider. “We are looking for Dr. Curt Connors. Once we have him… we blow this joint… literally.”  
“Right.” Vulture says as he moves over to a computer station and wirelessly connects to them with his control panel on his left forearm. He starts looking up the roster of held prisoners in the facility. “Rhino, I’m uploading the cell location into your nav unit.” Vulture says as Harry’s glider spins in mid-air and he fires a short burst of rounds at some more guards.  
“Got ‘em.” Rhino says and rushes to the left. His suit goes through the doors easily and he rampages down the hallway smacking guards out of his way and pounding into the walls every so often because of his sheer size.

Dr. Curt Connors is sitting in his cell staring blankly at his missing left forearm as he thinks about Peter Parker and the lengths he went to for his own research… how he was willing to alter the lives of millions without their consent to be changed into lizard people. Funny how arrogant ambition can blind one and turn them into a tyrant. Dr. Connors sighs as his sits in reflection… then the rumbling starts and he doesn’t know what to make of it.  
He gets up and tries to look through the slide on his heavy metal door, but it is no use since it is too narrow… though the rumbling gets closer until the white of the hall is dimmed as a figure moves in front of his door and stops. Dr. Connors moves back and jumps to his right as the door is impacted and a large metal suit comes crashing inside.  
“Who the hell are you?! What do you want from me?” Dr. Connors asks in near-panic as he holds his right arm up before him out of instinct to protect himself.  
“Tsk-tsk… Doc. We’re your friends.” Harry says as his glider enters the room. “And now it’s time you came with us.” He then adds with a wide grin.  
“I’m not going anywhere with you!” Connors says in defiance.  
“Is that so?” Harry asks as he leans forward and pouts. He then laughs and tilts back to move away. “Well, too bad… cause you’re coming anyways!” Harry then says with a peel of wicked laughter. “My man, Vulture, here is going to take good care of you Dr. Connors… so try not to struggle or he’ll have to knock you out. Oh… who am I kiddin’? Go ahead and struggle all you want!” Harry then says and laughs as Vulture grabs Dr. Connors by his right upper arm and leads him towards the entrance. Dr. Connors protests as he is pushed/walks to the entrance.  
“I know my research was destroyed as was my formulae. You couldn’t have any use for me without those. Just forget me and leave me to serve my time.” Connors prattles on.  
“Oh, quit your whining!” Harry snaps as the four move outside. “Besides… I have a big surprise for you, Dr. Connors. You’re gonna love it!” Harry says as his glider spins in the air. “Take him to OsCorp.” Harry tells Vulture who nods his head then his wings unfurl and he blasts off into the air with Connors in his arms.  
“You…” Harry then points at Rhino. “Disappear. Take the subways to OsCorp’s lower station and hide the suit down there. Your nav unit will show you where. Then wait for my command.” Harry says.  
“On it.” Rhino says and runs off for the water line. Soon the large mech-suit is gone and Harry flies off into the night sky laughing. The cluster of bombs he dropped on the roof starts to tick down until they beep rapidly then explode.

Dr. Connors is laying face down on a gurney that he has been strapped to. He can’t move, can’t get away. He’s trapped and he starts to panic. His eyes dart around and he notices a man standing next to him in a white lab coat. He sees the white of the surgical gloves and knows the man had picked something up… a needle? A scalpel? Connors feels the prick of the needle and the question is answered… soon darkness swallows him.  
“How is it going, Dr. Octavius?” Harry asks over the intercom.  
“I just started. The patient is out and soon the neural inhibitor will be in place and you will have complete control over the Lizard.” Dr. Otto Octavius says from behind his surgical mask. His metal arms lift and start assisting in the surgery. Harry smiles as he watches the video feed. His plan is coming together perfectly… the only thing to make this all sweeter still would be to finally have a blood sample from his old friend, Peter Parker. With any luck, that victory will come soon enough.


	2. Confrontations

The next morning, Peter wakes up in his own bed at home. He rolls out and springs up then makes his way to the bathroom where he gets ready still dragging in a sleepy haze. He can already tell Aunt May is up because he smells coffee. Once he is dressed and ready for the day, he heads down stairs into the kitchen. He smiles when he sees that she has made a big breakfast of bacon, scrambled eggs, and French toast.  
“Thanks, Aunt May… and good morning.” He says as he gives her a peck on the cheek as he passes her sitting at the kitchen table reading the newspaper. The small TV on the counter is on and the news is going… it’s the usual stuff… War in the Middle-East, Politics, something about ‘The Mutant Problem’, Ancient Alien Theory, blah-blah,… He is happily eating his large breakfast while his Aunt sips at her coffee.  
“So how is your new job going at Stark Tower, Peter?” Aunt May asks as she folds her paper and sits it down. She looks concerned. She’s been that way since it came out in the news that Bruce Banner is the Hulk… and Peter had told her after his first week of shadowing Tony Stark that he had met nearly all of the Avengers. Peter had reassured her that it was perfectly safe and that Dr. Banner was in control of himself (which was somewhat of a lie but has become the truth as things have gone on).  
“It’s Avengers Tower, now, remember? And it is going great. I’m learning so much!” Peter says with an excited smile. “Mr. Stark is letting me help him work on some fascinating projects to get ‘hands-on’ experience.”  
“He hasn’t pressured you into drinking or partying has he? I know his reputation, Peter… and I just don’t want to see you waste your potential.” Aunt May says voicing her other concern about the Playboy billionaire corrupting her nephew. Peter rolls his eyes at this like he has for the last hundred times.  
“No, Mr. Stark hasn’t had me to any wild parties… or anything else crazy.” Peter says to ease her worries. “I did go to a wine mixer he hosted a few weeks ago up in Martha’s Vineyard… but all I did was take photos, I swear… no wine passed these lips.” His Aunt May just gives him an incredulous look.  
“As long as you don’t pick up any of his bad habits then, Peter…” Aunt May starts and sighs not quite ready to admit that he is growing up. “I worry about you because I love you, Peter. I just want you to know that.” She then says and offers a small smile as her eyes shine a little.  
“I know, Aunt May. I love you, too.” Peter says with a small smile of his own, all warm and grateful. He then puts his cleared plate and empty glass in the sink. He gives his Aunt a warm hug and then grabs his back pack. “I may be home late. Don’t wait up.” He then says as he starts out the door and rides his bicycle down the streets making his way towards the Roosevelt station where his dad had a secret lab.  
Peter slips a token into the slot and waits for the tracks to open and the old subway car to lift into place. The token then slides out a newer slot lower down from which he retrieves it as he passes strolling to the secret lab. He sits his bag down. His ‘Spidey-Bike’ is to the right and his own personal lab/workspace is to the left. He has made this place his own little sanctuary away from the outside world.  
He has worked on the subway car since he started his internship at Avengers Tower clearing away some of the outdated equipment and scoured the computer hard drives for any and all useful information. He’s learned much about his father’s project with the spiders.  
Using the data from here, Peter worked out the right configuration to synthesize his webbing fluid and Stark now mass produces it. Peter creates new ways to utilize it as more than just web lines. Not long after he started on at the Tower, Peter had worked out on weaving strands of the webbing to make a cloth which he believes could prove bullet proof. Turns out… he was right…

~ ~ ~ ~ ~ ~ ~  
A month ago…

“So this is supposed to be bulletproof?” Clint asks as he watches Spider-man take a sheet of some semi-transparent/pseudo-whitish looking cloth and secures it to a frame that allows it to rest against the surface of some ballistics gel Bruce helped to whip up and let set with sensors set up within at varying degrees from the surface of impact. There is even a pressure sheet over the surface and under the spider silk cloth. These will measure the depth, velocity-on-impact, PSI, etc so Bruce can gauge the Spider Silk against Nanomesh and Kevlar   
“That’s what we are about to find out.” Spider-man says as he does one last double check of the cameras and the cloth frame before he hurries back to the rail where Clint waits with his standard police issue 9mm Glock and Bruce mans the laptop displaying the camera feed. Spider-man and Bruce plug their ears and wait.  
“Okay… here goes nothing.” Clint says as he sets his earmuffs in place, aims, and fires five shots in rapid secession… one to each corner and one in the direct center. The sound fades and Spider-man scrambles down the ceiling of the firing range while Bruce reviews the footage from the hi-speed camera.  
“This looks very promising Pe-erm… Spider-man.” Bruce says as he watches the bullets strike the cloth which gives a little but does not rip or tear. “The stopping power of this… cloth is amazing. Anchored like it is… the bullets only go about a quarter of an inch into the gel.”  
“A quarter of an inch, huh?” Spider-man says as he comes back with the cloth in hand. “Guess I’ll have to wear some padding under it.”  
“Some nanomesh-kevlar weave under it would be an excellent choice. That should reduce the punching effect to nothing more than a poke.” Bruce suggests.  
“Does the nanomesh-kevlar come in red and blue?” Spider-Man then asks curiously.  
“It can.” Clint says with a smirk as he points to his purple accent on his chest. Thor had claimed the Archer bore the rune Algiz upon his breast… ‘A fitting mark for you, Friend Archer. I understand why my brother took you into his service… Protection is what Algiz stands for… you are a Guardian, a Defender, and when need be… an Avenger.’  
“Alright!” Spider-man says enthusiastically snapping Clint from his thoughts. “Where do I fill out an order form?” The wall-crawler then asks looking between the scientist and archer as he dangles from the ceiling.  
“Follow me.” Clint says as he waves a hand for Spider-man to follow.  
“Remember, Spidey. You have an appointment with me in an hour.” Bruce says before Spider-man takes off.  
“See you in an hour then Doc.” Spider-man says and flips down to sprint after Clint.

~ ~ ~ ~ ~ ~ ~

Peter quickly dons his new spidey suit… it’s red and blue, but the colors are slightly darker giving it a more ‘tactical’ look than costume feel. The lines on his outfit that look like webs are black that shimmers in the light and serves to anchor the special spider silk cloth rendering Spider-man ‘bullet-proof’. He checks the lens of his goggles as he taps the settings button through his cowl and shifts it through four increasingly darker shades before it clicks over to infrared then UV, a red tinted filter that reveals laser beams, and finally back to normal. Once everything is tested, Spider-man hops on his Spidey-Bike and revs the electric motor to spin the tires as the back end of the train car opens… he then leaps out and his bike wheels split as he hits the button by his thrusters on the handlebar. He lands upon the tracks on all four tires and rides away on the tracks… Destination: Avengers Tower.

___________  
It’s just another fine day on Wall Street around lunch hour… A gorgeous woman with long, wavy platinum-blonde hair wearing a black dress suit that hugs her figure nicely walks into the New York Branch of the Federal Reserve. Her name is Felicia Hardy a.k.a. The Black Cat… and today she will cross many paths.  
She had to break from her so-far three month long infiltration mission to run an ‘errand’ for Harry Osborn. She has come to sympathize for the spoiled rich kid, but sometimes she wants to punch his lights out. After he pleaded her to help, he then told her what she needed to do switching from desperate to eager instantly. It unnerved her… but she’s already in too deep so she can’t really back out now. After a sigh, Felicia approaches the Teller states that she is here to transfer funds from an off-shore account to another one in the country.  
The Teller confirms that she can do this and as the ‘clickety-clak’ of the keyboard starts, the nearly white haired woman pulls out her cellphone to check the time and to see if she has any messages… at least that’s what Felicia wants any on-lookers watching to see. In truth, she presses an app on her phone and that activates a kill-switch at the OsCorp power plant in Brooklyn. It flips the breaker for lower Manhattan’s power supply and instantly Wall Street has no power for five minutes.  
The power suddenly goes off in the building. Everyone is confused and curious though the manager comes out after a few minutes and assures everyone that it’s a hiccup in the power grid and power should be back on in a few minutes… The nearly white haired woman excuses herself from the teller window and heads out of the large stone faced building. She opens her cellphone and calls a certain contact.  
“You’re up… now I’m going back to my other job.” She says and ends the call before any reply can be heard.  
“Well, that’s sweet of you to tell me.” Harry says as he moves his hand from his ear… but Felicia has already ended the call. He smiles wickedly as he watches Dr. Octavius activate the special cutting laser in one of his four metal arms. His goggles are down as the brilliant blue light beam cuts through the reinforced concrete as he supports his weight with his other three arms.  
Harry is hovering on his glider and ready to go as he watches, Alex O’ Hirn, the snippy Irish man on the team, is ready in his Rhino mech suit, Adrian is busy off to the far side with an eye on his wrist display keeping track of the electrical snafu, and the Lizard stands, mindlessly, off to the other side shifting his weight from foot to foot as his long tail waves and flits behind him. The laser stops cutting and Dr. Octavius turns to look at Harry.  
“It’s cut through.” The doctor says as the laser stops and the metal arm returns to the ground. His long greasy dark hair falls into his face as he moves away from the wall. His flesh legs dangle below him and his hands clutch at his chest.  
“Good… now all that’s required is a hard shove.” Harry says and looks to the Rhino. The metal horned head nods as the fists pound together… and the Rhino charges. When the mech hits the wall, it gives and the cut slab moves.  
“Lizard…” Harry says to the transformed and controlled Dr. Connors as he presses a button on the display upon his left forearm. “Take care of the guards.” Harry adds with a dark smirk… and with the press of another button… The Lizard snarls and rushes forward scurrying about over the floor. He claws through an access door and dashes down the red lit narrow halls on the floor and along the walls scenting his way towards the guard station for the gold vault. He slinks up to the corner but pauses on the ceiling as gunfire erupts. The flickering red lights and the emergency flood lights add an eerie feeling to the drama that is unfolding.   
“What the hell?!” A guard says panicked as he fires away at the on-coming monstrosity racing along the ceiling and wall.  
“The phones are down! I can’t get anyone down here to help us.” A second guard says worriedly. The Lizard then lounges in at them… claws and fangs bared, ready to render flesh from bone… and dying screams fill the air as blood splashes about hitting the walls whilst the Lizard mindlessly performs his task of killing. He then moves on to the next area.

The Rhino pushes the six foot thick slab through the cut hole and suddenly he is surrounded by gold bars inside rooms all around with cage doors…  
“Jesus, Mary, and Joseph… look at that shiny blessed sight.” Alex O’ Hirn says as he opens the suit up to look at all the gold. Adrian and Harry come in… Harry on his glider and Adrian pulls in a conveyer belt which Dr. Octavius is setting up the other end of readying to transport as much gold as they can. Soon bars upon bars are being taken out as soon as the Rhino pulls the barred doors off.  
“Rhino… go a few blocks down… start some problems with traffic… and be sure to draw away any heroes that show up.” Harry says and Alex turns the suit to look at Harry.  
“Sure… why not?” Alex says as the suit closes up.  
“Oh and more thing… let me know if Spider-man makes an appearance.” Harry says… The Rhino mech suit pauses and half turns then starts off again moving out the hole that the gold is going out of. The Rhino struts past Dr. Octavius who is busy loading a subway car full of the gold bricks. The large mech suit then jogs down the tunnels and finds an opening to the open sky.  
“Today is a good day.” Alex says with a smile as he takes a moment to enjoy the sunshine and the fact that he has a pile of gold bricks with his name on them waiting for him… but first, he has to complete his task.  
The Rhino jumps down and starts smashing through the streets slamming into vehicles and knocking them out of the way as he runs west through lower Manhattan. He is enjoying himself thoroughly but when he charges a bus full of people intent on running through it with a twisted glint in his eye… the Rhino is stopped suddenly and pulled back.   
“I thought me and Iron Man stopped you nearly three months ago?” Spider-man says as he tugs at the two web lines pulling the large mech suit back. Alex looks at the display for the back facing camera and groans at the sight of the Wall-crawler.  
“I’m the new and improved Rhino… so bugger off!” Alex yells, his voice tinny over the speakers of his suit. Spider-man’s ‘spidey sense’ tingles a little then suddenly some thrusters on the back and boots fire. Before he knows it… Spider-man is airborne hanging on to his web lines for dear life as he is taken for a ride. The back thrusters quickly burn through one web line. Spider-man fires another off catching a stoplight post then quickly ties it off with the other web line which goes taut a split second after.  
“Ha! I got a Rhino on a line.” Spider-man says as he watches the large mech suit tug and pull to free itself from the hold then its thrusters stop and the Rhino lands on his knees… he turns his metal head to Spider-man… “Uh-oh.” Spider-man says as he realizes what is about to happen… for suddenly the Rhino charges. Spider-man jumps up high… twists his body and flips just right to miss the sharp horn that chases after him eager to gore into his lithe frame. In the space of a split second, Spider-man sees his reflection in the polished surface of the horn.  
“That was a little too close for comfort.” Spider-man says as he lands on the side of a building. The Rhino mech suit then shifts and changes as some heavy guns come out of the arms. “Really?!” Spider-man says heatedly then the guns fire and he flips and web swings away. He hits the emergency button on his wrist communicator (a gift from Tony cause he’s a nice guy like that) then scrambles around a corner of another building to hide as he waits for back-up to arrive.  
“Is the little Spider scared?” Rhino says with a chuckle as he struts to the corner Spider-man disappeared behind. The mech suit is suddenly hit from the right side by a thrown car. There’s no one inside of it as it hits and knocks the Rhino down.  
“No!” Spider-man says as he lands on top of the car that now pins the new Rhino to the pavement. Webbing is quickly thrown down to secure the threat.  
“Did you just lay an egg sack?” Iron Man asks as he hovers over the large blob of webbing and watches Spider-man crawl all over it.  
“Uh… no, I’m a guy, remember? I DO NOT lay eggs, thank you very much.” Spider-man says in his snippiest tone.  
“Sorry… thought you were having a Charlotte’s Web moment there.” Iron Man says as he lands and looks at the bulge of webbing. “That’s some pig.”  
“More like some Rhino.” Spider-man corrects.  
“I thought we brought him down?” Iron Man says in his own tinny voice.  
“I know! Right?” Spider-man says then his ‘spidey sense’ tingles. “Watch out!” He says and jumps away as the Rhino mech suit fires its thrusters and burns through the webbing. An arm goes up and fires at Iron Man who stands presenting his side as he raises his left arm and the mini shield fans out. Tony then fires a repulsor blast from his right palm and hits the Rhino’s firing gun arm. That stops the large caliber gunfire for a moment… which is all Tony needs.  
“Now we do things my way.” Iron Man says as his thrusters blast and he hits the quickly standing Rhino square in the face with an armored knee. The force is enough to throw the Rhino back… but the large mech suit gets up after sliding across the pavement and charges at Iron Man who just stands there with arms open wide… then without warning… a crimson streak comes in from the side.  
“Well… I was expecting Spidey… but the Space Viking Fabio will do.” Iron Man says with a shrug as he looks to where Thor is straddling the metal chest of the Rhino mech suit.  
“Pray tell, Metal Beast, why have you disrupted the peace of this city?” Thor shouts as he points at the metal snout with his hammer.  
“Fook you!” The Rhino responds and fires his gun arms at Thor. The bullets are stopped by Thor’s armor but that doesn’t mean he feels nothing.  
“Very well then… let it not be said that I did not offer an alternative to battle!” Thor shouts as a ricocheted bullet grazes his bearded cheek and cuts his skin open. Thor then swings his hammer to strike one arm then the other down. The guns are knocked wide and low then stop firing… but they are not damaged.  
“Something’s not right.” Iron Man says as he and Spider-man watch from the sidelines.  
“What? That Thor is straddling a large metal Rhino?” Spider-man says then his ‘spidey sense’ kicks in again… “Ooo.” Spider-man flinches as Thor is headbutted away and the Rhino gets up and charges the Asgardian.  
“Come, Metal Monster! Let us test your strength!” Thor bellows out and catches the Rhino’s horn with Mjolnir and grabs at the mech’s chest with his other hand. He squeezes and notes how the metal does not give under his mighty grip. In fact, the Prince of Asgard looks at the metal suit and notices how it seems undamaged. “What in the Nine Realms is this?” Thor questions as he halts the Rhino’s charge.  
“Adamantium suit, bitch!” Alex responds from within. Thor’s eyes go wide…  
“Jotun silver-steel!” Thor shouts and his efforts redouble. He shifts his hammer down under the Rhino’s head then grips lower with his other hand. Thor lifts the Rhino overhead and flings the mech suit away.  
“Jotun what now?” Iron Man asks as he flies over and lands next to Thor.  
“Silver-steel… or Adamite as we call it on Asgard… it is an unbreakable metal once cooled. Mjolnir’s metal is an alloy of mystic uru metal and Adamite.” Thor explains as he spins the hammer in his palm.  
“Really?” Iron Man says as he eyes the hammer more closely now.  
“Aye.” Thor answers then suddenly something comes down from above but Spider-man flicks a web line at it catching the object and flinging at the Rhino as he turns taking his crotched fighting stance.  
“Who the hell is that?” Iron Man asks as he looks up at the hovering and crazed looking Harry Osborn.  
“Tis a Goblin!” Thor comments as he sees the glider and the one riding it. “A green Goblin at that… odd.” Thor then adds a bit puzzled as he fully takes in the sight before him.  
“Goblin? Green Goblin?” Harry says as he lets those words roll around his tongue for a second. “I like it.”  
“Okay… Gobby… why don’t you just fly away and let the real heroes deal with this menace.” Iron Man says calmly. Green Goblin snorts and laughs manically.  
“You think I’m here to help you! HA!” Goblin says and moves lower as he crotches on his glider to be more eye level with Iron Man. “I’m here to help him.” And he points to the Rhino whose suit has shifted to reveal caches of missiles in the thighs and shoulders… all are aimed at Iron Man and Thor.  
“Oh boy.” Tony mutters as the mini bombs are launched. Green Goblin zips away straight up into the air.  
“Oh no, you don’t!” Spider-man says as he tags the bottom of the glider with two web lines and goes for a ride as the explosions rock below them on the street. Goblin looks down and snarls at the sight of Spider-man… but then he smiles wickedly.  
“Peter… how perfect for you to follow me. I’ve got plans for you.” Green Goblin says sweetly then sneers at the end as he flips his glider. He throws a handful of caltrops… Spider-man manages to dodge most of them but one hits him in the side. Harry smiles at that. As they continue the turn, Green Goblin grabs Spider-man by the throat and slams him into the side of a stone faced building. He quickly grabs the embedded caltrop and twists it.  
“You betrayed me… your friend. You turned your back on me… and for what?! To save that pretty piece of a-ahhh!” Green Goblin says then screams in pain as he is shocked. Spider-man quickly kicks Harry away. The Green Goblin takes the caltrop with him and spins in the air on his glider.  
“I knew those Widow Bites would come in handy.” Spider-man says as he fires a web line at Green Goblin… but the bastard dodges and loops in the air to avoid the next one as well.  
“You walk away today, Spider-man… but you won’t the next time we meet!” Green Goblin shouts as he hurries away… grinning madly that he got more than he bargained for today.

Tony launched several mini rockets of his own to stop most of the Rhino’s missiles from hitting them but a few managed to slip past and pepper the area around the pair of Avengers. As the explosions stop, Thor whirls Mjolnir overhead to clear the smoke from the street level as he generates a swirling wind. The Rhino is gone and the roadway as well as some of the buildings are damaged.  
“Great.” Tony sighs out as he grumbles about having yet another mess to clean up. “Isn’t there like a Norse God of Cleaning that you can summon down here with his mighty broom and dust pan?” Tony then asks Thor who just looks at him confused. “Nevermind.”  
“What were those villains after?” Thor questions as Spider-man repeals down to dangle next to them.  
“Beats me. That new and improved Rhino was tearing things up when I arrived on the scene.” Iron Man says then looks at Spider-man.  
“What? That’s what was happening when I showed up as well.” Spider-man answers quickly.  
“It doesn’t add up.” Tony ponders then looks around… they are in the business district… money flows through this part of town like water through the tap. “The power’s out.” Tony says then suddenly stops and looks back towards Wall Street. “Son of a Bitch!” He then adds and flies off.

**Notes for the Chapter:**

> To be Continued....


	3. Going Under

**Summary for the Chapter:**

> I can totally see Brad Dourif as the new Doc Oct… especially how he looked when he played Wormtongue in Two Towers of the Lord of the Rings Trilogy (Doc Oct in the Ultimate Spider-Man comics has that whole long, stringy black hair… bad teeth… thing going for him… the notable difference being Doc Oct is pudgy).
> 
> I hope you all enjoy the read :)

Iron Man flies down the streets in a blaze as his repulsor thrusters fire and spark. Thor is close behind with his mighty hammer leading the way, crimson cape fluttering in the wind. Iron Man then slams into the paved courtyard area in the midst of Wall Street, cracks radiate outwards.  
“JARVIS scan the surrounding banks.” Tony commands as he looks around. Thor hits the paved courtyard area not more than ten feet away, he does a little more damage than Iron Man.  
“What is it that you suspect, Man of Iron?” Thor asks as he strolls up looking around casually but his sky blue eyes are sharp and studying. People start gawking and pulling out their phones… taking photos and video. The power comes back on… and two seconds later…  
“Sir… there is a disruption in the vaults at the Federal Reserve.” JARVIS says in Tony’s H.U.D.  
“Well then… let’s go see if anyone is still down there.” Iron Man says as he blasts off to the Reserve. Thor whirls Mjolnir twice and sails in a graceful arc to their destination. “Hey, Charlotte’s Web… take the subway tunnels that near the Federal Reserve and tell me what you see down there.” Iron Man then says as he lands.  
“Can do.” Comes Spidey’s voice over the comlink.  
“It doesn’t look like they came in this way.” Thor says as he inspects the still pristine entrance.  
“Come on… We’re going to do the hard task.” Iron Man says as he starts strolling for the entrance.  
“What is that, Lord Stark?” Thor asks curiously as he looks confused by their task being the harder one.  
“We’re going to ask permission to check their vault.” Iron Man says as he makes it up to the revolving doors. “Watch your cape, Goldielocks.” Iron Man then cautions as Thor watches people come out of the strange spinning door only to look at them funny.   
“Pardon me.” Thor says to a few people who come out as he gathers his cape with one hand and follows Iron Man inside. The bank’s interior is still pristine, no forced entry here either. There is a mummer and people get curious about Tony Stark’s Iron Man and Thor, Norse God of Thunder, showing up here of all places.  
“What can I do for you today, Mr. Stark?” The bank manager says as he approaches. The balding man in the tan suit is all smiles for Iron Man then gives a curious look to Thor before returning his gaze to Iron Man whose face plate has come up.  
“Okay this is gonna sound silly… but trust me on this… Apparently there’s been a bank robbery and it turns out it was your bank’s vault.” Iron Man says to the bank manager.  
“Impossible.” The manager says incredulously.  
“Nothing’s impossible anymore… this guy is proof of that.” Tony says as he points a thumb to Thor who gives one of his adorable, goofy smiles. “So just give your boys a call and see what’s going on down there. I’ve seen Die Hard with a Vengeance… I know how this works.” Tony then adds as he carefully leans against the counter waiting. The bank manager flusters but moves around to the other side of the counter and picks up the phone there. He dials down and the phone rings… and rings… and rings… and keeps ringing… there is no answer for five minutes.  
“That’s odd.” The bank manager says and Thor looks to him curiously.  
“What?” Tony asks not really surprised.  
“No one is answering. They answer on the first ring… second at least.” The bank manager says as worry starts to creep into his voice. The face plate comes down.  
“Then let me and my godly buddy here go check it out while you call the cops.” Iron Man says in his tinny voice and the bank manager immediately escorts the two Avengers to the elevator that leads to the vault below.

___________  
“Great… I get the glamorous job. Typical.” Spider-man says sarcastically as he increases the throttle on his Spidey-Bike and zooms down the subway tunnels following the route displayed on his bike’s Display Screen Consol (D.S.C.). His ‘spidey sense’ tickles and so Spider-man slows down then halts as he notices that a side wall of the tunnel has been busted through.  
“Umm… looks like it’s time to go down the rabbit hole.” Spider-man quips to himself and angles his bike. The wheels go from quad-wheel to bi-wheel and so the narrower vehicle goes through the opening. He finds himself in another set of tunnels and scans both ways in infrared before he follows some scuff marks left by the newest Rhino obviously. His Spidey-Bike goes back to quad-wheel and rides the rail down… ‘spidey sense’ tingles hard and Spider-man steers off of the rails, moves up the side of the tunnel, along the wall as a single subway car races past on the tracks.  
“What the hell?” Spidey says as his bike comes to a skidding stop back on the ground beside the rails. He pulls back hard on his throttle and spins his back tire kicking up gravel before he races after the oddity. He quickly catches up and sets his Spidey-Bike to autopilot after setting it to follow this car no matter what… he even drops a web line from the front web shooter as extra insurance. Spider-man then jumps to the back of the odd subway car and looks inside the windows. There are several gold bricks stacked down each side of this gutted car.  
“Whoa! Thar be gold, Matey.” Spidey says in his worst pirate voice ever then chuckles as he crawls up the back and along the top. He then moves to speak into his wrist communicator… but his ‘spidey sense’ starts pinging something awful. Spider-man rolls to the side just as a metal claw comes up through the roof of the subway car. He catches himself on the edge and looks inside… in the strobing lights of the tunnel, he sees a chubby guy with shaggy, greasy-looking black hair, red goggles, and four long metal arms… two of which he is using like legs.  
“Okay… apparently I’ve stumbled into a slasher flick of some sorts.” Spider-man says then leaps to the side as a metal arms comes racing through the window. “Hello!” The claw at the end of the arm opens and the red light at the juncture of the three claws glows bright. ‘That doesn’t look good!’ Spidey thinks and flips up to land on the roof again as a blast fires from that arm. He quickly maneuvers and tags that arm with a web line… then promptly yanks pulling it up, Spider-man hastily lays down some webbing to trap that arm with claws closed. Spidey then rolls backwards and comes down on the opposite side of the car. This multi-armed man is trying to yank his trapped metal arm free… then suddenly the free arm spots him.  
“Uh oh.” Spider-man says and drops a quick line as he spins away and holds on for dear life. The arm comes out and strikes at him. Spider-man pushes up against the side of the car and dodges the metal arm just barely. He then lands upon it and holds on… he is pulled inside the car through the broken window on that arm. Spider-man quickly fires both web shooters then ties those lines together around the metal arm. He flips away in a corkscrew spin and lands in a crouch in the center aisle between the stacks of gold bricks.  
“You know this belongs to other people, right?” Spider-man says as his strange foe starts yanking his two trapped arms around. “And you know I just can’t let you take any of this, right?” Spider-man says as he stands and fires off some more webbing effectively trapping and securing both arms. Now this greasy, little, metal-armed guy is dangling by those upper arms.  
“Oh? But I will get away with this… Menace.” The chubby guy says coldly with a humorless chuckle… then his two lower metal arms come up, claws snapping.  
“Oh boy.” Spider-man says then he jumps to leap over the first arm to strike, spins in the air as the other throws a gold brick… which Spidey catches with a web line continuing his spin… but just before the gold brick impacts this goon in the side of his rounded belly… both lower arms react. The one Spidey leapt over, comes up to hit the Wall-crawler from below whilst the other one whips up to catch the brick in its claws. The greasy looking man smiles confidently… where as just a split second ago he looked like he was going to need a new pair of undies. Spider-man is slammed into the roof of the subway car… leaving a dent… then the arm moves away and he drops flat on his face to the floor. An arm comes in to snatch him up by the back of his neck and lift him up, feet dangling barely two inches off the floor.  
“So much trouble you cause… and by the looks of you, I’d say you either are a teenager or just out of those formative years. Mr. Osborn would be more tickled than a peach to see I have brought you in… alive.” The odd man says with a disturbing chuckle. “I have such plans for you… Spider brat.” The free arm’s claws snap closed and open repeatedly as well as spin with this odd-ball’s excitement.  
Spider-man flicks his fingers and there’s a little ‘tink’ sound against the metal arm holding him… and suddenly… the Widow Bite sparks to life and the goon with the metal arms screams as he is tased. Those metal arms go slack. Spider-man wastes no time and wraps up this weirdo nice and neat… securing this oddity from behind.  
“There we go… wrapped up nice-n-neat.” Spider-man says as he pats the greasy guy on the back. The subway car then slows down. Spider-man’s ‘spidey sense’ jars him hard as his awareness goes beyond the subway car to what lies in wait down the tracks.  
“Just great… reinforcements.” Spider-man says and goes out the broken window… as he goes… he leaves a wireless microcam behind. He crawls to the back of the car and jumps to his Spidey-Bike and throws it in reverse… the web line goes taut then breaks off. He goes back about a thousand feet and stops. He watches on his bike’s Display Screen Consol the feed from that mircocam he left in the subway car. He makes certain to record this too.  
The train comes to a stop and the doors open. Spider-man watches as Harry steps onto the car, smiling evilly until he sees the goofball with metal arms. Spider-man catches a name… Doctor Otto Octavius. Spider-man chuckles to himself as he thinks, ‘HA! The guy with eight arms is named Doc Ock!’  
“Oh man, that’s funny.” Spider-man whispers out loud as he shakes his head. His ‘spidey sense’ then buzzes in his brain.

___________  
“What in the world?” The bank manager says as he looks down the corridor past Iron Man and sees a couple of the security guards laying on the tiled floor… in pools of red, red blood.  
“You might wanna go back to the elevator now.” Iron Man says and the bank manager nods hurriedly in his nervousness and bolts back the way they came. He makes it up safely. Thor steps ahead and surveys the damage.  
“These claw marks are odd. The beast that did this dropped from above and went through them like paper.” Thor comments as he moves through the scene of carnage like it’s nothing. Tony thinks he might just hurl at the sight of so much blood and shredded bodies. “It went up the wall here coming from this direction.” Thor says as he points down an adjacent hall between the guard area and the elevator.  
“Okay, moving on.” Iron Man says as he power walks past Thor down this side hall. He keeps his breathing steady as he checks things out. “It’s an access tunnel…” Iron Man says as he scans everything and tries super hard NOT to think of all that blood and gore behind him. “Heavy security.” He notes as he sees all the cameras and a few keypad entry doors… then Iron Man reaches the access door to the maintenance tunnels… “Holy shit. This is where it came in.” Iron Man says as he looks at the shredded handle on the door. ‘What the hell can go through steel like that?!’ Tony finds himself wondering… then he finds out why curiosity killed the cat…  
It comes out of no where and hits him really hard from behind… Iron Man is knocked to the ground and the Lizard starts clawing at the back of the armor suit… slashing and tearing at the metal… it resists… but just barely. He launches his micro-flares from a hip-side compartment… those do nothing but seem to piss this monster off… ‘Okay… time for plan B.’ Tony thinks and fires his chest repulsor. The pair shoot up and hit the ceiling… cracking the concrete. The Lizard takes the brunt of the damage, but when they hit the ground… Tony’s reptilian attacker increases in its fervor.  
“Thor! THOR!!!” Iron Man shouts… then the sound of the metallic thud comes as the Lizard is struck by the mystic hammer of the Thunderer. “Thanks, Point Break.” Iron Man says a bit breathy as he stands. Tony then halts at the sight before them… the Lizard stands and turns to look at them then crouches and snarls.  
“Oh! This should be interesting.” Iron Man says as he raises his hands and starts firing blast after blast. He even fires a chest beam at the fallen reptile man. “That should take care of that.” Iron Man says and turns away to start scanning the area. Thor watches the fallen Lizard closely… not trusting this thing to be completely dead. His caution proves true for as he just starts to turn his head away… there is movement.  
“Oy! Stark! The Beast yet lives!” Thor shouts as he spins his hammer in his palm and readies to fight. A clawed hand reaches out and claws at the floor. Long, sharp claws dig into the concrete easily as the Lizard lifts itself and flicks its forked tongue out like a snake. The tail whips back and wags from side to side as it crouches readying to strike.  
“Kill.” The Lizard hisses out.  
“You speak foul beast? Then speak!” Thor challenges as he starts to whirl his hammer slowly.  
“I… am going… to kill you.” The Lizard responds and springs forward. As they meet, Thor releases his hammer and it connects squarely under the Lizard’s chin knocking the creature back until it hits the opposite wall. The hammer holds the Lizard for several seconds then drops. The Lizard remains upright and leaps towards Thor damn near instantly. Thor lifts his right hand as though he were reaching towards the charging reptile… but Mjolnir smacks the Lizard in the back of the head and Thor catches his hammer.  
“Huh? Not likely.” Iron Man says in response to the Lizard’s statement as Thor then sets his hammer squarely on the back of the man-like reptile’s neck. “So… on to the vault?” Tony adds to Thor.  
“Aye.” Thor says… but a clawed hand grabs the Thunderer’s booted ankle and pulls. Thor kicks the Lizard’s face causing the hammer to jostle on the creature’s neck… Mjolnir slides off… and the Lizard leaps up and… runs away. Iron Man blasts off several repulsor beams at the fleeing reptile man… but he gets away.  
“What. The. HELL?!” Iron Man says as the Lizard disappears down the access tunnels and into New York City’s underground labyrinth. “Oh Damn!” Tony then says as he thinks of Peter down in the tunnels. “Spidey? Spider-man… do you hear me?” Static. “Dammit, kid… you’ve got a nasty piece of work coming your way!” Still nothing. Tony growls in frustration knowing the concrete is interfering with the signal. “Thor.” Iron Man says as he turns to the Thunderer. “Follow that Lizard… and makes sure the kid doesn’t get hurt.”  
“I shall, Lord Stark. Good luck with investigating the vault.” Thor says then dashes off to follow the Lizard through the tunnels. The head of his mystic hammer glowing an eerie electric blue as he goes. Iron Man turns and makes for the vault.

___________  
Meanwhile… several minutes after the three-way battle royale…

‘HA! The guy with eight arms is named Doc Ock!’ Spider-man thinks. “Oh man, that’s funny.” The Web-slinger then whispers out loud as he shakes his head. His ‘spidey sense’ then buzzes in his brain something fierce. He hits the throttle and zooms in reverse just as a large form drops from the ceiling at his former location. He has to jump from his bike as the Lizard’s tail sweeps across at him. Spider-man flips and lands perfectly in a crouch on the ceiling as his bike moves further down the tracks out of harms way.  
“Dr. Connors?” Spider-man then says curiously as he eyes the hulking form of the Lizard through his nightvision lenses on his mask… then he has to jump and dodge as the beast swipes at him. Spider-man nails a direct hit of web blast to the Lizard’s face then anchors a drag line to a scaly ankle… he tugs hard and topples the Lizard just as it claws the webbing off of its face. The Lizard quickly rolls over and swings his tail at Spider-man… who ducks then rolls away springing up to crouch upon the wall.  
Spider-man launches several web blasts that snare and trap the deadly claws. The smaller red and blue suited superhero then leaps from the wall, cartwheels away over the tracks, leaps for the next wall then flips behind the Lizard… dropping drag lines as he goes to secure the rampaging reptile. Spider-man then bounds backwards flipping only to stop a dozen or so feet away.  
“That should wrap this up nicely.” He says and you can hear the smirk in his tone… then the Lizard roars and rips out of the webbing. “Or maybe not.” Spider-man says with some panic. He crouches low readying for the attack… which the Lizard starts to execute… but suddenly, he hesitates and scoffs at the Wall-crawler then runs away towards Harry and company.  
“That was odd.” Spider-man says as he then hurries after his Spidey-bike.

___________  
Thor uses the glowing uru head of his mystic hammer to illuminate his way as he follows the scratched claw marks upon the concrete floor of the subway tunnel. The reptile man is following the tracks Thor notes as he goes. He soon finds a large hole in the wall… but no claw marks from the Lizard go into it… so Thor continues on.  
The minutes tick past and then Thor hears the whurring sound of the electric motor coming from up ahead. Thor readies for a fight but soon relaxes as he sees that it is the motorcycle that Stark had built for the Man of Spiders. The ‘Spidey-Cycle’ soon comes into view with Spider-man driving it.  
“Oh hey, Val Kilmer.” Spider-man says to Thor as he pulls up and stops next to Thor. “I take it things didn’t go well at the bank?” Spider-man then asks.  
“Aye, you’re assumption is correct.” Thor says with a frown at his failure to defeat the Man-Reptile creature. He then gives the red and blue clad youth a curious look. “Did you encounter anything in these labyrinthine tunnels?” Thor then asks.  
“Yep.” Spider-man says popping the ‘p’. “Fought this creepy weirdo named Doc Ock in the getaway car. There were tons of gold bricks piled inside… and that weirdo packs a punch too. Whew!” Spider-man then says swinging his legs as he sits on his ‘Spidey-Bike’ (now quad-cycle). “I managed to set up a spycam in the car… aaannnddd… I even planted a tracker on the metal armed goon after I fought him. Man, I wish had filmed that fight… it was awesome.” Spider-man is just rambling now and Thor’s only thought is…  
“We must tell Stark about this!” Thor declares and races back to where he left the metal suited Mortal with Spider-man following close behind.


	4. A Real Game-changer

**Summary for the Chapter:**

> Things escalate... there is a spy in Avengers Tower... and Peter has issues... so too does Harry.

Felicia Hardy is in the state-of-the-art medical lab that her current boss, Bruce Banner, calls his second home. The foppy looking scientist/doctor is busy meeting with a brilliant bio-chemistry scientist, Dr. Helen Cho, from South Korea’s leading medical R&D facility… U-Gin Genetics Infinite Labs. She has designed and (with the help of funding and a production team from Stark Industries) built a revolutionary new device that will advance the field of medicine exponentially… it is a bed-sized apparatus that uses a similar concept to the three dimensional printing process… only instead of models, this device can regenerate damaged tissues, organs, and even lost limbs. It has been dubbed ‘The Cradle’ by Dr. Cho even though Tony calls it ‘The Coffin’ under his breath (to which Bruce has elbowed his rich friend in the ribs for a time or two).  
Felicia has been working for Dr. Banner just over a month now ever since Erik Selvig returned to London to continue teaching at the University of London and Jane Foster started her circuit tour of all the well known Universities in the US and Europe discussing her findings and theories on the fundamentals of the recent Convergence and its effects on physics. It was the perfect opportunity to infiltrate Avengers Tower and find out how connected Spider-man is to the superhero team.  
Harry Osborne demanded this be done… and if there is even the slightest chance that Felicia can get a blood sample from the Wall-crawler… then she MUST get it. Felicia Hardy is willing to complete her mission… but she has come to like Bruce Banner. He has been very kind to her, very grateful for all her care and help. But this is a job… and the job must get done!  
Recently, Felicia watched as Dr. Banner took a few blood samples from Spider-man in order to study the ‘healing factor’ of his biology and see what the masked web-slinger’s genes could reveal when compared to the rate of healing of the Hulk, Captain America, and some Mutant named Logan who comes around occasionally. She has been trying to get her hands on at least one of the three vials taken for a while now… and it looks like she may get her chance tonight… for Dr. Banner and Dr. Cho have been making eyes at each other since she arrived two weeks ago to talk business with Tony and Pepper and medical science with Bruce.  
“This new device of yours is truly remarkable… just absolutely amazing, Dr. Cho.” Bruce says as he looks at the images of the first ever prototype on his StarkSlate tablet. This first Cradle is in Seoul, South Korea.  
“I couldn’t have finished this vision of medical advancement without your research and input into stem cells, Dr. Banner… so this new technology is partly your creation as well.” Helen Cho says as she smiles brightly to the somewhat disheveled looking Bruce Banner who blushes a little at his colleague. He sighs as he looks down at the floor for a moment lost in thought.  
Felicia wonders what is holding him back as she approaches with the freshly made tea that these two enjoy drinking together. They so want each other! She just has to push Bruce a little more and perhaps he’ll finally cave in and asks Dr. Cho out on a date.  
“Here is the honeyed jasmine tea as requested.” Felicia says as she stops before the pair. Felicia knows her disguise is perfect… shoulder length blonde hair and thin rimmed glasses set perfectly in place. Her clothing is a nice, simple designer style that is a light gray in color with white accents… muted colors that allow her to be looked over so she can better blend in.  
“Thank you so much, Felicity.” Dr. Banner says to his Personal Assistant. She has been using the name Felicity Howell as an alias whilst here in the tower. No one is suspicious… and that’s saying something with Maria Hill aas head of Security here in Avengers Tower.  
“Oh you remembered my favorite drink.” Dr. Cho says with a smile to Bruce as she takes her cup and sips at the lightly sweetened tea. Bruce smiles behind his cup as he drinks down the liquid and a new faint blush colors his cheeks. Felicia smiles as she walks away giving them some privacy.  
“Of course… how could I forget? It has become my new favorite since you introduced me to it.” Bruce says finally. He then clears his throat as he builds up the courage to say what he wants next… His brown eyes look to his PA… Felicia smirks to herself as she keeps an eye on the pair across the lab. She notices Bruce turning back to Dr. Cho.  
“Dr. Cho-um-Helen.” Bruce starts and quickly corrects his professional slip to make his next words more personal. “Would you like to go out for dinner… tonight… with me?” Bruce then asks. The Korean woman smiles and her lovely face gets even lovelier to Bruce as he looks at her.  
“Yes, that would be wonderful, Bruce.” Helen replies as she calmly reaches out with her left hand to grab his. Bruce smiles as he feels her slender fingers squeeze his. Their eyes are locked and they look so happy and giddy in this moment.  
“Excellent! And it is about time you two.” Felicia says as she approaches once more and looks at the two of them. “If I might make a suggestion… there’s this wonderful Greek place here in Midtown called ‘Grecopoli’. They make the best chicken gyros… and their baklava is heavenly.” The blonde says really selling the place to her boss and Dr. Cho.  
“That sounds perfect.” Helen says as she looks to Bruce’s blonde PA.  
“Then it’s settled… that’s where we’ll go.” Bruce says to Helen then he looks to Felicia. “Do they take reservations?” He asks his PA.  
“I’ll call it in.” Felicia says with a smile as she pulls out her cellphone and starts dialing and walks away leaving the pair alone. She smiles as she sets up the reservation for her boss and his date. ‘Excellent… now I can complete this mission tonight.’ Felicia thinks as she ends the call. She then starts txting Harry Osborn… her real boss. Her thumb lingers over the send button as she thinks about how she won’t be taking care of Bruce anymore and how her absence will affect him. She frowns slightly and then presses the send button anyways. Now all she has to do is wait for Bruce to go out on his date and she’ll get a crack at the sample cooler.

___________  
“Let’s wrap this up, gentlemen. We’ve all got things to do and places to be tonight.” Harry says as he hops off his glider and eyes the stacks of gold bars. He then watches Alex in his Rhino suit, Doc Ock with his mechanical arms, Adrian, and the Lizard pushing and pulling on the wheeled sleds as they work together to unload the subway car of stolen booty.  
“I know a couple of guys who can fence this stuff for us.” Adrian says as he breaks away from pushing the last sled off.  
“That’ll be helpful… where are they located?” Harry asks as he turns his wild, wide eyes to the former S.H.I.E.L.D. agent.  
“Canada.” Adrian answers as he eyes Harry cautiously.  
“Excellent… then looks like me and my cold-blooded compadre are going north with you. We leave with a quarter of our haul in two hours.” Harry then says with a shark’s grin and walks away. Adrian just watches the Osborn boy leave. A frown lingers on the former S.H.I.E.L.D. agent’s face.

___________  
“This was all you were able to get?” Dr. Otto Octavius says in his hissy sounding voice as he lowers his hi-tech goggles to inspect the small dart that Harry had stuck Spider-man with.  
“That was all I was able to get. Now can you work your magic up or not Doc?” Harry asks sternly as he eyes the hunched, greasy looking scientist with a glare.  
“There’s les than three CCs here… I’ve worked wonders with less material before… and it isn’t magic… it’s science.” Doc Ock says snippily as his lower pair of metal arms walk him across his lab to the work station he has set aside for Harry’s special project. He pushes the dart into a collector machine and the small sample of blood is taken into the device.  
“How soon can I expect to see results?” Harry then asks as he rolls his neck. His condition is worsening by the day and the green that started under his hair line has begun to creep around his throat and along his jawline. Harry’s bright blue-gray eyes now look more green as the yellow bleeds through from the pupil spreading out to the edge of his iris. His teeth have sharpened as well and his pointy ears have elongated. Harry Osborn is running out of time.  
“Tomorrow morning at the earliest.” Doc Ock says as he starts the barrage of testing.  
“Just make it fast.” Harry says with a growl in his voice. He storms off. Harry soon finds himself in one of the public bathrooms. He is looking into the large wall-length mirror and he can clearly see the changes in his body… the green tint to his skin, the yellowing of his irises, the thickening and lengthening of his now claw-like nails, and his ears are pointier and longer. He IS a monster.  
He is still dressed in his armor. He dare not take it off now. The venom he injected himself with to do this mission has warped him… permanently… and if he does take off the armor… then his body can’t alter the transformation and restore him back to how he was before. He’ll be stuck this way. Forever… unless… ping. Harry looks down at his computer screen on the underside of left forearm… there’s a txt message from Felicia.

It’s a go.  
Will have your Bloody Mary tonight.

Harry grins wide and wickedly revealing sharpened teeth as he reads and rereads the text message he received from his inside spy… Felicia Hardy.  
“And they say Black Cats are unlucky.” He says and chuckles in a strangely elated and giddy mood as he stands there in the men’s restroom in the Oscorp Building. It is enough to bring some levity to the current situation… and make Harry not care about how Spider-man and a few buddies from his super friends bunch, The Avengers, nearly stopped him from executing his big heist today.  
No… soon… he’ll have enough of Peter Parker’s blood to help him self-heal and Harry will be free of the Osborn curse… and he’ll get revenge on his former friend for abandoning him. Harry smiles and laughs madly as he looks into his twisted reflection… he knows the perfect way to start cutting down Peter Parker.

___________  
Avengers Tower… mid-afternoon.

Three-thirty PM and Spider-man is in full outfit as he enters the training area. He stops short as he sees the ever gorgeous, Natasha Romanoff. Spider-man swallows hard behind his mask as he watches the redheaded woman stretch and bend to limber up in her skin tight nanomesh body suit. He is about to walk over there and talk to her… possibly make a fool of himself in the process… but Captain America walks up to her first… and they kiss! Yet again Peter Parker wishes he was someone else. Spider-man sighs trying to shake off this jealousy and approaches the couple.  
“Okay, I’m here for the late afternoon routine.” Spider-man says in a somewhat despondent tone. Could this day get any worse?  
“So you’re the new recruit that Tony let in.” Captain America says as he turns to look Spider-man over critically. “You’re awfully skinny. How old are you?”  
“Nineteen… twenty next April.” Spider-man says and his voice cracks a little with his nervousness at finally getting to meet THE Captain America! But it is tempered with a certain amount of jealousy… for Cap gets to be with the Black Widow and Spider-man… well, has no one at the moment. And like that his internal turmoil is chilled by the still ever-present grief of losing Gwen several months ago.  
“You’re still just a kid.” Cap says unimpressed.  
“I’m not! I can help! I have helped! Please, let me show you, Captain America, Sir!” Spider-man says as he starts to panic that Cap will kick him off the team without a chance to prove himself.  
“Alright.” Cap says and nods his helmed head. “JARVIS, let’s do set-up one hundred and eleven.” The super soldier says and suddenly panels along the wall, ceiling, and floor start moving. The trio move off to the entry door as this happens. Spider-man is the last to move as he watches everything come out, extend, and link together until a jungle of metal beams, poles, and platforms appear to fill the entire training area.  
“Let’s see what you can do. Just beat me to the other side of the room.” Captain America says then runs off to Spidey’s left. The super soldier is soon running up the wall a couple of steps… turn… catch a bar… pull up (like it’s nothing!)… leap… catch… spin one rotation… leap again… and so on navigating the craziest jungle gym Spider-man has ever seen… like a boss!  
“Okay… I’ve got this.” Spidey says under his breath then leaps long to catch a bar, flip up, pose, then leap away performing his own crazy twists, spins, and flips through the air as he hurries to catch up to the living legend. Then the other shoe drops, so to speak… and some of the bars and platforms start retracting. Some disappear for good, others reemerge at timed intervals.  
“Really?” Spider-man says as he lands on a horizontal pole and sits there for a moment to watch Cap spin, flip, and jump his way through the obstacle course. ‘spidey sense’ tingling… Spider-man leaps away as the bar he is crotched upon starts to retract. He throws a web line and swings to a platform then starts jumping his way through this crazy thing once more. He expertly darts and weaves around obstacles and finishes by letting his web line catch on a bar. As he is spun up and around one rotation, Spidey lets go and flips as his continued momentum flings him to the wall where he sticks his landing… by sticking to the wall… he manages to beat Cap by a second.  
“Not bad.” Captain America says as he nods his head at the boy once his feet are flat on the matted floor. “You adapted seamlessly… and your agility is excellent… but how’s your stamina? JARVIS… initiate open floor format.” Cap then adds and soon the floor is cleared of the crazy jungle gym. Cap even pulls his shield from off his back.  
“I heard Nat gave you a run for your money the first time you went toe-to-toe with her.” Captain America says as he rolls his neck and shoulders to limber up before taking a fighting stance with shield at the ready. “Care to give me a go?”  
“Yeah, I did.” Spider-man says as he scratches at the back of his neck in embarrassment. He has never been more thankful that his face is covered up than right now. “And… let’s do this.” Spidey then adds confirming the invite to fight. He is still looking towards the matting when his ‘spidey sense’ tingles and he jumps up and flips as the shield comes flying in.  
“Never give your opponent an opening… in the field… that could mean the end of you.” Captain America says as he rushes in throwing punches and kicks to keep Spidey moving, evading, and forcing him to fight back. In less than eight seconds, Spider-man dodges and weaves, blocks a kick with a kick, and secures Cap’s feet to the mat with well placed webbing. He then flips up and back as the shield comes flying back in. Cap catches it expertly and swipes the edge down to cut through the webbing and free himself.  
“Alright… you wanna fight, let’s fight.” Spider-man says and shoots a web line at Cap’s head. Cap dodges. Throws shield. Rushes in behind it. Spidey sees it coming. Flips backwards kicking the shield off course. Cap tackles him though… they go down. Roll around for a minute. Spider-man on top! Gets one solid hit in before Cap flips him. Captain America on top! Manages to pin Spidey’s legs by folding him in half.  
“Gah! This is awkward!” Spider-man squeaks in a high pitched voice… then he sprays webbing in Cap’s face. Cap groans and grabs at the webbing. However, as he pulls away slightly to do so… Spider-man takes full advantage by planting his feet to the star-blazened chest. PUSH! Captain America is thrown off of Spidey. He gets the webbing off in time to see Spider-man swing towards him to kick. Cap sidesteps the blow and grabs Spidey’s legs. Spider-man gives an awkward scream as he is thrown off his web line and onto the mat once more. Cap is on him in a flash, Spidey manages to move out of the way but not enough. Cap snags him by the ankle.  
“Ahh!” Spidey yells as he is flung backwards as Captain America incorporates his super human strength. Spider-man manages to turn and impact the wall on hands and feet. ‘Okay… I’ve had enough.’ Spider-man thinks and turns his head to look over his shoulder. The shield comes flying in. Spider-man flips away from the wall. Lands in a crouching pose then quickly throws two web lines… one for the shield after it ricochets, the other for Cap’s waist. He yanks his left hand to bring the shield around towards Cap just as he yanks his right hand to bring Cap just a little closer… in a split second, the shield hits Cap… but the super soldier manages to get his gauntlet up in time to deflect the edge. He takes the bludgeon though. Spider-man flips over Cap and lays down enough webbing to immobilize the super soldier. As soon as he lands… Spidey is panting.  
“Whew. That was a close one.” Spider-man says as he puts his hands to his lower back and stretches backwards. His spine pops and he groans in relief… then Captain America tackles him… and Spidey squeals in surprise.  
“Okay! Ya got me. Normally, I wouldn’t throw in the towel… but jeez… you’re friggin’ Captain America.” Spider-man says as he presents his hands whilst laying face down on the mat. Pinned.  
“You certainly are stronger than you look, kid.” Captain America says with a smile as he stands and helps Spidey stand as well. “Now I want to know how strong. So follow me, kid.” They make their way down the curving corridor and enter the spacious gym. Spider-man has seen this place whilst walking towards the main training areas but never once has he entered. They walk past the normal weight benches and Spidey looks between Cap and the equipment they leave behind.  
“Uh, Captain America, sir… aren’t we supposed to be lifting weights?” Spider-man asks curiously and points a thumb behind him.  
“We will be.” Cap says as he stops in front of a solid metal bench by a side wall. “Lay down.” Cap says in his commanding tone. Spidey gives no protest and does so.  
“Okay?” Spider-man says as he looks up at the ceiling and the shiny metal bar with chains attached… wait… chains?  
“JARVIS… set the super bench to one ton, please.” Cap says and suddenly Spidey can see a green light go on over head on the ceiling. “Okay, Spider-man… lift the bar.” Cap says gently and Spidey curls his fingers around it and lifts. The bar comes up off of the resting hooks and Spidey pushes it all the way up… then down, like how he has done in gym class, and up again.  
“This is easy.” Spider-man says as he does a full rep of ten.  
“Put it up.” Cap says and Spidey puts the bar back on the hooks. “JARVIS… increase weight to three tons.” The light on the ceiling goes yellow then green and Spidey lifts the bar once more… this time there is a slightly notable difference… but not too much. They continue this until they go beyond ten tons… then Spider-man starts to show sighs of strain. He perseveres until around twenty tons.  
“Can’t… do… this… anymore.” Spider-man says as he shakily pushes the bar up with each word. Captain America takes pity on the poor boy and spots him. The bar is placed back on the resting hooks and Spidey just lays there sprawled out and panting heavily. “I-I-ah… can’t… oooh gawd…” Spider-man mutters out in near incoherence as he lays there on the bench.  
“Come, trooper… time to walk it off and hit the showers.” Captain America says as he pulls a limp Spider-man up onto his feet.  
“I just wanna sleep it off… can’t I sleep it off?” Spidey says tiredly and near pouting.  
“Not until you’ve had a quick shower, kid. So come on… let’s get this over with.”  
“Yes… sir… Captain America… sir.” Spidey says mustering up a lethargic cheer and salute… to which he ‘ow’s immediately following as he strains his tired arm muscles. “Just throw me in the hot tub… I’ll float.” Spider-man then says as they enter the locker room/shower area across the hall from the gym. Steve helps Peter out of his outfit but after getting his boots off, Peter gets a second wind and insists on finishing up undressing by himself. Steve tells Peter he’ll stick around close by and that if he needs anything just holler.  
Peter manages on his own and after a long thorough soak in the hot tub, he takes a quick dip in the pool (which is salt water so it doesn’t have a bunch of chemicals in it). Refreshed and his suit freshly cleaned, Spider-man heads out on his Spidey-bike for his secret Roosevelt lair and manages to make it home in time for supper around six-forty.

“I made spaghetti with meatballs just how you like it.” Aunt May says as Peter comes in after putting his bicycle away in the garage out back.  
“Hmm… smells so good, Aunt May.” Peter says and pecks a quick kiss to her cheek then takes his backpack off and sits it down just inside the living room area past the opening between it and the kitchen. “I am starving!”  
“You know, ever since you took this summer internship at Stark Tower… your punctuality has improved… though you still do come home late from time to time. Speaking of which, did you get my text message and pick up a half gallon of milk?” Aunt May then says as she watches Peter fix himself a large plate and start wolfing down the food. He then hums and his eyes go wide as he remembers and stretches backwards to reach his backpack. He opens it as he swallows his mouthful and fishes out the half gallon carton.  
“I didn’t forget. 1% as requested.” Peter says with a smile to his Aunt as he hands over the carton. She accepts it and smiles at him as he goes back to eating. His eyes look up at her for a moment and he gets a look on his face questioning her stare. Aunt May shakes her head and turns to put the milk away in the fridge.  
“You’re a good boy, Peter.” She says then faces him with a somewhat melancholy smile. She then kisses the top of his spiky haired head. “And I’m so proud of you.” She adds in a near whisper then walks away. Peter looks back over his shoulder as she goes. There is silence until she returns a few minutes later… Peter has filled his plate with a heaping second helping and Aunt May is dressed in her scrubs.  
“I’m pulling a twelve hour shift at the ER tonight. I’ll be home around eight AM… so you behave yourself. No wild parties.” Aunt May says and plants a quick kiss to Peter’s forehead.  
“No wild parties. Check. I’ll make sure my boss knows that.” Peter says with a grin adding to the joke. Aunt May smiles and shakes her head at him. “Love you and be careful, Aunt May.” Peter then adds and waves as she walks down the steps and to the car. He is thankful that his paid internship with the Avengers has helped by allowing his Aunt to drive the car to and from work rather than take public transportation. Peter then shuts the door and locks it. He then heads up to his bedroom, shuts the door, and promptly puts his ear buds in and selects a song on his IPod… it is ‘Titanium’ by David Guetta.  
As the song starts to play, Peter can’t help but begin thinking about how hard Captain America was on him at the mid-afternoon training today. Is the National Icon aware of the friendly neighborhood Spider-man’s crush on a certain redheaded super spy? Of course not! Peter shakes his head at his silly thought and quells the sudden panic that had started to rise in his gut.  
It was frustrating though! Captain America was as agile and quick as him… as strong… able to overcome his ‘spidey sense’ (even use it to his advantage!) and pin Spider-man down! That damned boy scout even managed to do it all in front of Natasha’s watchful eyes… and she was smiling about it all!  
‘Oh god! She must think I am a total loser now!’ Peter thinks as he rolls over and frowns in his mounting anger. He then huffs and has a new line of thought. ‘You know what… I don’t need such drama! I don’t need… Natasha.’ Peter thinks and he curls up at the thought… but he knows he has to let go of his crush on the redheaded super spy. He’s known from the moment he found out that she and Captain America are together. ‘Such is my luck.’ He thinks then and rolls over onto his back and sighs. That’s when he remembers Tony’s advice about ‘branching out’… of course he was talking about Peter’s photographs… but it can be applied in other ways. ‘I’m gonna take Tony’s advice and take some photos to a couple of other papers tomorrow… take some ‘me’ time for a change. See how that goes.’ Peter nods his head and starts a steady, deep breathing exercise that Bruce taught him one day. It doesn’t take long… but soon enough, Peter is sound asleep… and all before eight o’clock at night!

__________  
8:00 pm… Avengers Tower… Med-lab…

Felicia walks around the Med-lab area tidying up and making sure Bruce didn’t leave anything out. She then makes a few swipes and taps on her smartphone like she is texting… then she presses the ‘send’ button.  
This triggers an inside computer to run a specialized hacker program which manages to shut down the cameras on all levels. It is enough to keep JARVIS and the security team busy… but it will only last for five minutes… tick-tock… tick-tock.  
Felicia manages to open the sample fridge and fish out the large vial of Spider-man’s blood. She checks to make certain there aren’t anymore vials before she pushes the shelf back in. She smiles as she opens the false bottom of her bottle of body spray and slips the vial inside. It will stay cool in there for up to eight hours. She then stands and starts to close the door to the sample fridge… but someone else’s hand upon the door prevents her.  
“What are you doing?” Comes the husky voice of Natasha Romanoff and Felicia looks up a bit startled at the redheaded woman.  
“I was putting a sample away for Dr. Banner. He was very specific about the time frame for it.” Felicia says as she shuts the door then turns away keeping her prize close.  
“What’s that in your hand?” Natasha then asks and looks to the other woman’s hands.  
“Oh? This? It’s my favorite scent… lilac and lavender.” Felicia says holding the bottle up for inspection then sprays some on her wrist. “Want a spray?”  
“No, thanks.” Natasha says then walks away casually. Felicia sighs silently and makes her way out of the Med-lab… she then heads to the supply closet where she takes off her outer clothes to reveal her skin tight black catsuit underneath. She puts her face mask on and changes her blonde wig for one that is white. As soon as it is in place, she puts the bottle in a pouch on her belt. Gloves on… The Black Cat then flicks her wrist and reveals her diamond-tipped claws. She leaves the supply closet and makes her way to the large floor-to-ceiling windows. She quickly cuts a large hole then uses the specialized shooter on her left forearm to throw out a drop line of Oscorp nanoline (which is the same webbing that Spider-man was getting from the company). She then repels from the balcony and makes it to the ground. Once there… she disappears into the streets.


	5. Life's little crossroads

**Summary for the Chapter:**

> Peter runs into an old friend... and Harry gets some 'good' news.
> 
> Mary Jane Watson enters into this chapter… when it comes to casting for the role… I’d love to see Sophie Turner give Mary Jane a spin. Sophie is well known as Sansa Stark in Game of Thrones ;)

“Eureka!” Dr. Otto Octavius exclaims as he looks through the microscope and watches the extracted venom bond eagerly with the blood cells from Spider-man… the melding is seamless and perfect… and it sparks a new change in the enhanced venom. The small mixture starts turning black right before the expert bio-chemist’s goggled eyes. “What is this? Such a strange reaction.” Doc Ock watches a little longer and sees the cells shift and change under the microscope.  
“Hmm.” Octavius hums as he watches the mixture settle down. He studies the new venom… the fluid is now a grayish color and the blood cells and venom molecules have altered into new molecular chains that are black looking under the microscope. “Interesting.”

___________  
Harry Osborn sighs as he sits roughly into a plush leather chair in his Midtown apartment. He is still wearing his advanced bio-tech battle armor. It is keeping him alive… but just barely. He looks more and more green in the skin every time he looks in a mirror or reflective surface.  
He is bone tired right now… last night was wild. He and Vulture went north to Canada. They arrived in Montreal and Adrian met up with his contact there. The gold was exchanged for a reasonable sum of money (fourteen hundred dollars per ounce) and then Adrian was about to leave… when suddenly, Harry burst in and took out the fence and his men. Adrian had been pissed. But Harry told him that now they had the money and the gold… and they could always find another fence. Adrian grumbled about how the Black Market community would shun them if they continued killing fences like this. Harry had shrugged it off and ignored his hired goon.  
Now Harry just wants to sleep. He leans his head back and his eyes start to flutter shut… then the comlink on his left forearm band starts beeping. Harry groans and looks down at the flashing little blue light. He hits the button.  
“What?!” He growls.  
“I have some results for you, Harry… concerning Spider-man’s blood.” Doc Ock says and Harry can hear the smile in the greasy little man’s voice. Harry sits up straight and all thought of sleep is washed away in the excitement that follows.  
“I’ll be right there.” Harry says with a wicked smile and taps on the keypad upon his forearm band. His glider comes whizzing over and Harry hops on it. He then goes through the large windows which are open at the moment. He laughs maniacally as he hurries under the cover of the pre-dawn gloom to Oscorp’s underwater facility out in the Hudson Bay.

___________  
“So what miracle have you wrought for me, Octavius?” Harry says as he comes strutting in once the elevator opens. Doc Ock turns and gives a short lived frown to the impetuous youth then grins wickedly.  
“It would seem that the Wall-crawler’s blood and the enhanced venom have bonded and altered to form a newer version of the venom. See for yourself.” Doc Ock says as one of his mechanical arms waves to a large flat screen nearby. Harry walks over and eyes the new molecular chain. “And with the added supply provided by Miss Hardy some hours ago… we are not hurting for quantity.” Octavius adds as he reveals a sealed beaker containing roughly a cup’s worth of the rippling black liquid. “Initial prognosis has me believing this new venom is… promising… but I’ll need to test it further to determine-”  
“Inject me with it… now.” Harry says gruffly.  
“I don’t know what it will do to you… it could kill you.” Octavius says as his thin lips move into a line.  
“I don’t care what it’ll do to me as long as it heals me… so just inject me with it… NOW!!!” Harry shouts as his eyes turn fully yellow. Doc Ock is quiet and just stares at the angry Osborn boy.  
“As you wish then, Mr. Osborn… but don’t say I didn’t warn you.” Octavius says as he readies a syringe.  
“Mr. Osborn was my father.” Harry retorts sullenly as he exposes his right forearm for injection. The needle goes in, the plunger is depressed, and the black looking liquid is pushed into Harry’s veins. Doc Ock then pulls away and watches Harry very closely for whatever reaction will occur.  
“Do you feel any different?” Octavius asks curious and clinical as he continues to study from behind his red tinted goggles which spin and whirl as they zoom in and out.  
“No… not really.” Harry says and sighs as he waits for something and yet nothing happens. Anger then wells up inside of the Osborn boy and he explodes pushing a lab table over and screaming out his frustration. “You’re a hack, Octavius!” Harry shouts and Octavius’ goggles whirl wide open as he moves back and away watching as Harry moves towards him… stalking… and pissed off. “I’m going to rip you limb from-” And like that Harry is cut off as he stops suddenly and his eyes go wide. His momentary silence is then ended as he screams… this time in pain. Harry falls to the floor and writhes.  
“What were you going to do to me, Osborn brat?” Doc Ock asks curiously and mocking as he moves around Harry watching this reaction unfold. Harry then convulses and vomits up black liquid… which quickly covers him. “An intriguing development.” Octavius says as he studies the scene from afar now goggles whirling to zoom in once more. Harry soon disappears under a cocoon of the black stuff. “Very intriguing indeed.”

___________  
Peter wakes up bright eyed and bushy tailed at six in the morning… or rather about as bright eyed and bushy tailed as he can. He hits his snooze button twice before FINALLY crawling out of bed. He then gets ready for the day and heads out on his bicycle and makes his way towards Midtown from Queens. Along the way he slows down and stops outside of the outdoor area of a local café… Peter pauses and gets lost in a memory of when him and Gwen came here after school for iced coffees like they did as often as they could. They’d joke around… rather Peter would joke around and Gwen would laugh. Such simple shared moments with his lost love haunt him at random moments… like now… and no matter what, he’ll never forget Gwen Stacy and how she both saved his life and gave it meaning…

~f~*~l~*~a~*~s~*~h~*~b~*~a~*~c~*~k~  
“Ya know one day you’ll lose interest in me.” Gwen says after a round of laughter from some silly joke that Peter had told her.  
“What? No way. You’re stuck with me.” Peter retorts back and smiles at her.  
“Til my dying day.” Gwen says mockingly and Peter clams up at that little jest. His smile dimming down.  
“Don’t… don’t say that, please.” Peter says with a shake of his head as he starts to frown and looks down at the table.  
“I’m sorry… that was in poor taste.” Gwen apologizes and then she sighs as she now looks down at her caramel latte. “Especially after… my dad.”  
“I swear to you, Gwen, on everything that I am… I will protect you with my every breath.” Peter vows to the beautiful blonde. “I… I don’t know what I’d do if I lost you.” Peter then adds and his brown eyes get misty. Gwen sighs and looks Peter directly in the eyes.  
“I know what I’ve signed up for by dating you, by being with you… Peter Parker. I know there is risk to it… and yes, when you are out there… swingin’ around doing god-knows-what trying to save lives… I worry. I will always worry… but I will not hesitate to help you if I can be of some assistance. Just don’t shut me out, please… or you’ll wind up pushing me away… and keep me informed, too, Mister.” Gwen says to her boyfriend. Peter’s frown slowly morphs into a smile.  
“Okay… any other requests and conditions to this agreement that I should be aware of, Princess?” Peter says a bit teasingly.  
“I’m being serious, you butt.” Gwen says and smacks his arm repeatedly with her open palm. She is smiling though even as her tone sounds heated.  
“Whoa there, Mike Tyson! Don’t bite my ear off.” Peter teases some more as he laughs at the assault he is enduring. “I think I may have to tie you up if you don’t stop.”  
“Oh? So now you are going to tie me up?” Gwen says and she stops hitting him. Peter is still hunched over and away from her just incase she resumes her attack.  
“Yeah.” He retorts.  
“Sounds… kinky.” Gwen then says with a smirk and gives him a sexy look.  
“Is that all you think about… you perv?” Peter then jokes and Gwen smacks him again. Peter complains of pain after that and they tease each other as they leave.  
~*~*~*~*~*~

Peter gives a small smile then starts to push his bike along the sidewalk.  
“Pete? Peter Parker?” Comes a voice… Peter turns to see someone he hasn’t talked to in a long time… “Remember me? MJ Watson?”  
“Yeah… yeah I remember you… wow it’s been like freshmen year since we last talked. You joined the school paper while I went and did yearbook. So what are you up to these days?” Peter says making conversation with the pretty redheaded girl.  
“Well, I started going to college at University of New York. I’m majoring in Journalism and Media Arts.”  
“So you’re goin’ full throttle on the whole reporter thing then?” Peter asks and Mary Jane answers with a cheerful ‘yep’.  
“So tell me about you, Peter.” Mary Jane asks and Peter sighs as he looks down at his sneakers. He doesn’t answer right away. So Mary Jane continues, “I heard what happened to Gwen… that was really sad. I’m so sorry.” She then places a gentle hand on Peter’s shoulder. She gives a squeeze and Peter looks into her sorrow filled blue eyes.  
“I miss her everyday.” Peter starts and he blinks rapidly to hide his rising tears. “I thought I could move on… I have to some extent… but it’s harder on some days than others.” Peter then sighs and shakes his head. “Hell, I thought I HAD but I haven’t… not really.”  
“We all lose people we love… and we all grieve.” Mary Jane says sympathetically. “I’m here for you, Pete. We used to be close… but then we just grew apart… maybe it’s time we started talking again.” Mary Jane says and fishes a business card from her pocket. She gives it to Peter. “Here. Give me a call sometime. We’ll go out for coffee and catch up.” She says and smiles warmly at him. Peter looks at the card and then smiles at her.  
“Sure. Yeah… I’ll text ya sometime… soon.” He says and nods his head. “But right now… I gotta get to Avengers Tower.”  
“What are you doing there?” Mary Jane asks quickly.  
“Internship… in the IT department. I’ll get a hold of ya later, MJ… it was nice seeing you again.” Peter says as he hops on his bicycle and starts down the sidewalk.  
“It was nice seeing you, too, Peter!” Mary Jane hollers after him and waves. Peter waves a hand as he risks a look back. He then faces forwards and a pedestrian just steps out without looking first. Peter dodges expertly and leaves the surprised guy behind with a yelled ‘sorry’ as he continues on his way… hurrying to his ‘job’ at Avengers Tower.

___________  
One hour and twenty-two minutes later…

After stopping two robberies, a purse-snatcher, and saving a distracted teenaged girl from getting hit by a bus… Spider-man arrives at Avengers Tower… late. There is a flurry of activity going on as he heads towards Tony’s tinker shop. Spidey moves out of the way as Captain America comes past flanked by Maria Hill and Black Widow. He catches snippets of Maria Hill discussing ‘the location’ and its connection to Hydra. Something about a ‘mobile unit’ and a facility in Utah once owned by CyberTech Inc. Peter knew that company was having troubles, what with Stark Industries investing into cybernetic prosthetics… so of course everyone is going to flock to see what new marvels Tony Stark has for them now… but a connection to Hydra… well, that sorta thing will wind up causing investors to run for the hills… so it looks like CyberTech Inc. may get buried sooner rather than later.  
“What’s going down?” Spider-man asks Tony as he enters and sees the billionaire talking to Bruce Banner.  
“Good for you finally getting some, big guy.” Tony says with a smirk as Spidey walks up. He then turns to the Wall-crawler as Bruce shakes his head and walks away. “What’s going down… you ask, Itsy Bitsy? Hmm… it turns out we got some excellent intel earlier this morning about a suspected Hydra operation and now it is cleared for go… and the Avengers have been called in.” Tony answers.  
“Sweet! Can I come help since Thor isn’t back yet? He IS still gone, right?” Spidey asks hopeful and trepidatiously. Tony looks around as he slings an arm around Spider-man’s narrow shoulders.  
“Well, that’s the thing… I have a special mission just for you.” Tony says in a near-whisper.  
“Ooo… I like special missions.” Spider-man says excitedly in a hushed tone to contain his mini-outburst.  
“I need you to stay here and keep an eye on things.” Tony says to the teenager. Spidey stops in his tracks thus slipping out of Tony’s arm. He then levels a glare at the billionaire… but Tony can’t see it under the mask.  
“Seriously? You’re leaving me behind… like I’m some kid.” Spider-man says and shakes his head.  
“It’s not like that, Pete.” Tony starts with hands raised non-threateningly. “And technically… to me… you are still just a kid… but it’s just that what with these new crazy, bad guys running around here in New York… well, we need someone to stay behind and keep things from falling to shit while we’re away.” Tony goes for sounding as sincere as possible but Spider-man just crosses his arms over his lean chest. “Ok… check this out… just in case things get too crazy… you’ll have this as a back-up plan.” Tony says and pulls out his high tech Starkphone. After punching in the passcode… the ceiling opens up and down comes a new Iron man suit… or rather an Iron Spider suit. It is all red with gold webbing designs and a gold spider logo on the chest.  
“Whoa.” Spidey says under his breath as he slowly uncrosses his arms.  
“Yeah… well… I wasn’t going to give you this until Christmas… but plans change. So… Merry Christmas.” Tony says with a smile to Spider-man.  
“Man, I-I don’t know what to say. Thanks!” Spidey says finally and hugs Tony hard. Tony pats Spider-man on the shoulder and the back… then more urgently as his need for air takes over.  
“Whew… you hug like Thor.” Tony says after he is let go and given a shy apology. Tony then gestures between himself and Spidey, “So we good?”  
“Yeah.” Spider-man says happily and nods his head.  
“Good. Now no wild parties while the grown-ups are gone.” Tony then says as he makes a pulling gesture and pieces of his suit come out and cover him.  
“Oh, come on! Like I’m going to pull some stupid teenaged stunt like that. You’ve watched too many Teen Movies, Stark!” Spider-man then says and waves his hands as if gesturing for Iron man to leave. The tinny sounding laugh comes then.  
“You’re right… as if Agent Hill would let you get away with such a thing.” Iron man says and then zooms away through an opening to the outside.

___________  
The day goes by quietly for Octavius as he studies the black cocoon in the middle of the lab’s floor space. He has run various tests and scans on the solidified black encasement. Harry Osborn is secured within… safely sleeping. Octavius knows because his instruments have detected Harry’s steady heart beat and Delta brainwaves. There are periods of lucid dreaming and Doc Ock watches closely… then around 9:27 PM… there is a change.  
Harry’s brainwaves shift to those of normal consciousness and there is a great deal of movement from inside the cocoon. Soon Harry’s hands and arms come out and tear at the rest over his torso and face. He quickly frees himself of his confinement and as he does so… his armor breaks apart and falls off of his lean frame. Octavius takes a few steps back as he watches Harry stand.  
“What the hell happened?” Harry asks tiredly and stumbles just a little. He reaches out and catches himself on a lab table. That’s when Harry notices that he is naked. “What the fuck happened to my armor?!” He growls out and glares hard at Otto. “What did you do to me, you sick hack?!” Harry demands.  
“I gave you what you asked for… I injected the new venom into you.” Octavius starts. He moves forward a little and gestures for Harry to head towards the changing area and showers. “And, I must say, the results have proven to be unexpectedly extraordinary.” Octavius adds and Harry scowls but as soon as he enters the changing area and sees himself in the mirror… he knows Doc Ock is right.  
Harry’s once lean frame is now far more toned and cut. His eyes are bright and clear… and they have returned to their normal blue. His skin is its normal healthy color as well. No more green… NO MORE GREEN!!! And best of all… Harry feels much better than he has in the last four months!  
Harry suddenly realizes he is hyper-aware of his surroundings. He can sense the air current in the lab. He can hear the subtle creaks of the water pressure outside on the hull of this underwater facility. He knows every movement that Doc Ock makes with every limb… flesh and mechanical.  
“What the hell?” Harry mutters as he feels his wrists itch. As he makes a fist and bends his wrist backwards… a stream of spider webbing goes shooting from a new opening located in the area between his wrist and palm.  
“That would be a side-effect of this venom.” Doc Ock says as he taps away on his tablet taking notes on Harry’s new physiology.  
“That’s it.” Harry says as he is struck with a thought and suddenly the black liquid seeps from his pores and covers his body completely to form a new outfit… a very Spider-man looking outfit… only black with shiny slivery-white webbing lines and a white spider symbol on the chest. His face is covered last and the large white eye lens look angry. “Call it Venom… and call me that as well when I wear this suit.” Harry says from behind his new black Spidey mask.  
“Very well… Venom.” Doc Ock says and smiles wickedly.


	6. There’s a new Web-slinger in town

**Summary for the Chapter:**

> Peter goes out on a date with MJ... sorta... meanwhile, Aunt May gets a visit from Spidey's worst enemies...

Morning… a new day… a new set of challenges to overcome… and for Peter Parker those are ever in the plenty. He has taken Tony Stark’s advice about sending a watermarked Spider-man photo to a couple of other papers. He checks his email on his new Starkphone noting the replies from those papers… one is willing to pay triple what JJ gives him for just one photo. Peter smirks to himself at the plan he is about to carry out on Jameson as he approaches the office of the Daily Bugle’s owner/Editor in Chef.

“Parker! Get in here now!” J. Jonas shouts heatedly… Peter huffs out a sigh and steels himself as he walks past Jameson’s female assistant (who offers him a pitying look) and enters the office. “Sit!” JJ barks as Peter strolls over to one of two chairs that sit before Jameson’s desk. Peter takes a quick look around the large corner office which has a prime view overlooking Times Square. JJ can look to his right out the window everyday at six pm precisely and see his face as he barks out his daily rants in the ‘Bugle Sounder’ hour.

_‘Narcissist.’_ Peter thinks as he rolls his eyes back to the grumpy old man seated behind the heavy looking metal desk.

“Now what’s this about asking triple what I normally give you? Which is a fair and reasonable amount… dammit! So don’t you dare think to gouge me, Parker!” J. Jonas says angrily as he glares at the rumpled eighteen year old. Their work relationship has always been a touchy one.

“I’ve gotten better offers for my photos of your favorite mask.” Peter starts casually as he leans forward and snags a jolly rancher from a dish on JJ’s desk. “Just seein’ if you’d match or give me a better offer.” Peter finishes as he pops the pink, strawberry flavored candy into his mouth. He lounges back comfortably in his seat as he watches the veins in Jameson’s forehead and neck bulge.

“Sir, it’s eleven… you need to take your blood pressure pill now.” JJ’s assistant, Miss Brant, says as she pops her head in through the open door. Jameson huffs and looks away as he quickly opens a drawer and removes an orange bottle. He takes one white pill from it before sealing it back up and closing it back inside his desk.

“I guess I’ll start selling _my_ photos to _‘The New York Post’_ from now on.” Peter says with a shrug of his shoulders and he catches JJ flinching out of the corner of his eye as he stands from the seat. The news mogul doesn’t own that paper so Peter now has an advantage to press JJ for a raise.

“Oh, dammit all!” JJ huffs out as Peter starts walking. The old man knows he doesn’t have the influence he once had despite his vast wealth now. “Fine! I’ll pay you triple what I normally give you!” JJ relents in his grumpiest display yet.

“Per photo.” Peter says making certain Jameson declares that.

“What? Are you trying to bleed me dry here, Parker?!” JJ retorts testily.

“Fine… I’m walking.” Peter says and turns away quickly.

“Wait! Parker!” Jameson shouts as the tall, lanky teen reaches the door. “I’ll pay you triple what I currently pay you… _per photo_.” J. Jonas says in a gruff mumble. Peter smiles knowing this is killing Jameson inside to part with even more of his money.

“Put that in writing and we have a deal.” Peter says as he turns around to face the news mogul.

“Alright, Parker, you have a deal… you ballsy little son of a bitch.” J. Jonas says as he and Peter shake on it. There is a grudging respect in the older man’s blue grey eyes and Peter knows he has finally won some ground with his boss. Perhaps things will be better for him here at the Daily Bugle following this.

“I’ll have Hoffman get right on that contract immediately so you can sign it. Miss Brant!” Jameson then shouts and his assistant pops her head back in.

“Yes, Sir?” Miss Brant from the door.

“Get Hoffman down in Legal to draw up a new payment contract for Parker here. He’s going to get triple what he gets now for every photo he sells to us.” JJ commands… a little quieter now though his grumpy attitude remains intact.

“Right away, sir.” Miss Brant says and Peter leaves JJ’s office. Before he can get too far, Mary Jane Watson appears from amid the cubicles.

“Hey Peter.” The redhead says brightly and smiles at him. Peter stops and is actually surprised that he feels glad to see her again so soon.

“Hey MJ. How are you doing today?” He says kind of lamely… and realizes it… so he looks up at the ceiling nervously then returns his gaze to the pretty red head in front of him.

“Alright… actually… I was wondering, if you wouldn’t mind that is… if I could ask you some questions about what it’s like interning at Avengers Tower.” Mary Jane asks shyly then she perks up to quickly add, “I’ll buy you lunch.” And her cheeks flush slightly.

“Lunch huh?” Peter starts acting as though he is debating this proposal… he knows he’s hungry, he’s always hungry thanks to his powers. “Who can say no to a free lunch?” He then says and MJ lets out the breath she was holding.

“Oh, thank god. I thought you’d blow me off for a second there.” Mary Jane confesses as they start walking through the newsroom cubicles together.

“Only a complete moron would blow off going to lunch with you.” Peter says without thinking as he falls into flirting mood like its second nature. He thinks about Gwen for a moment as they descend in the elevator. He snaps himself out of his sinking mood though by adding, “Now it all depends on the questions you ask me… if you start asking questions about how dreamy Thor’s eyes are… or how much weight can Captain America bench press… well, I might just excuse myself to the bathroom and keep on going.” Mary Jane huffs out an exaggerated sigh of annoyance. A smile is clear to see on her lips though as she turns to Peter.

“Okay… no fan-girling… noted.” Mary Jane says as she eyes him and flicks open her little notepad to jot that down. She triple underlines ‘NO’ and then closes the notepad to look away at the descending floor numbers as she adds in a cool, casual manner, “Cap and Thor are not my favorites… heck, they aren’t even my type.” Peter looks skeptically at her from the corner of his brown eyes at hearing this. “Ugh… okay… maybe Thor… just a little.” Mary Jane then confesses as she fidgets a little.

“I think that’s one of his super powers… causing every woman to swoon at the sight of him.” Peter says with a smirk. “It’s the hair… gotta be the hair.” He then adds. Mary Jane starts giggling and shakes her head at that sarcastically serious statement.

“I think you are definitely on to something there.” She then says nodding her head as she recovers from the giggling.

 

___________

 

The pair wind up at a near by Chinese restaurant. They did some catching up on the walk over. Mary Jane told him about how she went to stay with her mother in SoHo freshman year of high school and thanks to her affluent grandparents, she can afford college… but it isn’t all smooth sailing… whilst her education may be paid for, her daily necessities are not. So she spends her days at the Bugle and her evenings waitressing at a diner near campus.

“So what is it like being an intern at Avengers Tower?” Mary Jane asks then takes a bite from her fork. Peter sighs and thinks about that question for a moment knowing she has jumped smoothly from _catching up_ to _interview_ with it.

“Well…” He starts and shrugs his shoulders… _‘friggin’ awesome!’_ …he wants to say as he thinks about training as Spider-man with the Black Widow, working on tinkering projects with Tony Stark, and assisting Bruce Banner in the medlab.

“It’s a paid internship… what with it being a possible target and all… don’t write that last part down, please.” Peter then says and he realizes what he’s just said as he says it. “Man, we really don’t need to be giving anyone any crazy ideas.”

“I’ll omit ‘possible threat’ from my article. Besides, the bad guys have already targeted it once… so it isn’t really a secret what with that bright sign near the top.” Mary Jane says a touch teasingly with a small smirk as she eyes him. Peter recognizes flirting when he sees it… and the subtle dig to Tony as well.

“Yeah… true… but that’s classic Tony Stark for ya. Guy can’t stop himself from showing off for any reason whatsoever.” Peter says agreeing with her. They lock eyes and share a smile.

“So have you met Tony Stark in person?” Mary Jane then asks.

“Yeah, I have… he’s like a force of nature… you just gotta go with it as it happens or get outta the way.” Peter starts sounding more than a little star struck. “He compliments my programming skills every time he comes through the IT department… which has been… like… twice.” MJ chuckles at that.

“Twice? Only twice?” She says in disbelief. “I thought the man lived for computers.” She rolls her eyes and Peter thinks it’s the cutest thing he has ever seen… since Gwen’s smile. His mood dims but it doesn’t pull him from the moment for too long.

“I at least thought you’d be rubbing elbows with him.” Mary Jane then says as she shakes her head at Peter.

“Aw… I see how it is.” Peter starts out in a playfully stern tone. “Thought you agreed to no fan-girling… Stark Girl.” Peter says and chuckles as MJ gasps and playfully pushes at Peter’s shoulder.

“It’s not like that.” She tries to huff out through a wide grin… so it loses all bite… if it even had any to start with that is.

“Can’t fool me.” Peter teases through his own grin… their eyes lock for a moment and it seems as if everything is put on pause… the moment stretching out far longer than it should. It breaks as they both giggle together… a touch of nervous anticipation hangs between them now.

And that’s when it happens… Peter feels the tell-tale shiver run up his spine and his senses roar into overdrive. Something is wrong… and it’s close.

Peter’s phone buzzes and he quickly pulls it out of his jeans’ back pocket. He looks down at the dim screen and notices it is an alert… do to the fact that a stylized logo of his Spider-man mask is looking at him from his phone.

“Gottago.” Peter says hurriedly as he puts his Starkphone away and grabs his back pack. “Work call.” He says to explain before Mary Jane can fathom a reply. “This was nice we’ll have to do it again sometime soon.” He says quickly as he hastily leaves the table. In under a minute… Peter is out the restaurant and down an alley. He doesn’t sense anyone looking at him via his spidey sense, so he quickly changes behind the dumpster. Civies come off revealing the suit underneath then a quick change of his shoes before the mask and gloves go on. He then jumps from the dirty alleyway up to the side of the brick building beside the Chinese restaurant. Spider-man scales the wall and deposits his backpack behind some air vent ducts. He then quickly web-slings away in the direction of trouble.

 

___________

_East Side_ _… NYP/Weill Cornell Medical Center… Parking Garage…_

 

May Parker is making her way through to her late husband’s car in the parking garage of the Medical Center she is doing her residency at. The car is old and beat up… and it’s absolutely a miracle that it gets her from her home in Queens to Manhattan’s Upper East Side… all for the sake of becoming a Registered Nurse. Her eyes scan the area… there are lots of vehicles parked on this level with a few open spots… but though it is vacant of people, May Parker stills as she feels a twinge of fear spike her aged system.

One hand slips down into a side pocket on her large purse to grab her taser whilst the other holds the slim can of mace that is on her keychain as she holds the car key in her fingers.

_‘May… if this all just proves to be a false alarm of woman’s intuition… then you can berate yourself for it later.’_ She thinks to herself as she gets half way to her car… then, suddenly a man appears. He is dressed in a dirty brownish-green trench coat and his glasses are so thick that his eyes look buggy. His dark gray-speckled hair is slicked back neatly giving him more of a greasy look.

“My apologies… but shouldn’t a lovely lady as yourself have an escort in such confided spaces?” The strange man says politely… but it comes off sinisterly instead. “After all…” He starts as May freezes watching in subdued horror as four metal tentacles rise up behind this man. “You never know who you’ll run into.” He finishes with a wide sharky grin.

“Stay away from me!” May says heatedly as she steps back a few paces then turns to bolt… but she gasps out in silent horror at the sight of a huge manish-looking lizard crawling along the ceiling before he drops down in front of her. She freezes for too long though as she studies Dr. Curt Connors in his reptilian form as he stalks closer… cutting her off from escaping down the driveway of the parking garage. She’s not certain that her little can of mace will dissuade the Lizard from attacking her. But maybe she still has a chance.

“Ahahah… you’re going nowhere until we have a nice little-” Doc Ock starts to say as he steps easily around the parked cars with his mobile robotic tentacle arms to approach the scared woman. May doesn’t hesitate or let him finish… she sprays the most human-looking of the two super villains in the face before she darts between the parked cars… trying to put distance and obstacles between her and them as quickly as possible. She makes a run for the street exit hoping to lure these _monsters_ away from the hospital. Out on the street, Spider-man has a better chance of making an appearance as well… and May knows her nephew’s secret, she also knows that Peter should be relatively nearby since she seen a note on his white erase board about going to the Daily Bugle this morning when she deposited some laundry on his made bed. With some luck, maybe Peter will be on his way home to Queens about now… and that means he’ll be headed for the Queensboro Bridge.

“You won’t get far, old woman!!!” Doc Ock shouts from behind. May doesn’t look back, she can’t, she mustn’t… she keeps running going south down York Avenue towards hope. As she makes it past the bus stop between 67th and 66th East, May is distracted momentarily by a car hitting the, mercifully, open street. She doesn’t even stop for that… hoping that that car was one of the many lining the street this late morning. Soon another comes… and it hits directly in front of her on its side thus blocking her path. May comes to an abrupt stop.

“All we wanted was to have a simple, _quiet_ , little chat held in private… but since you insist on making this as public as possible…” Doc Ock says as he and the Lizard close in. One arm’s claws open and the red lens at the center dims as it moves in to capture May Parker. She gasps and takes a step back but then her resolve flares brilliantly.

“And just why would you want to have a chat with me? I’m a nurse-in-training, a simple woman… a no-body. What gives you the right to harass me?” She asks defiantly.

“My-o-me-o-my… you really are a _simple_ woman… I guess it will puzzle you then that we are doing this because we have a mutual friend.” Doc Ock answers smoothly and grins wickedly at the tiny woman before him. One metal arm reaching out again… this time swiftly…

 

…But a well placed burst of webbing hits the claw and takes it down to the pavement… where it sticks fast…

 

“Spider-man.” Doc Ock hisses out as his goggled eyes look up to his nemesis. May looks up just in time to see Spider-man swing in and web her side thus pulling her to his arm as he goes quickly past.

“Thank you, Pete-um… Spider-man.” May says as she holds on. They arc up and land on top of a building across the street.

“Stay here.” Spider-man says and points at their feet. May looks at her nephew dressed in his newest suit, she supposes… for it’s all black with silver webbing and a white menacing looking spider logo on his chest. “While I go deal with these creepers, ma’am.” And then before May can protest or get a word in, he’s leapt over the side of the building into a free fall. May rushes forward and watches as Peter expertly swings down, impacts with the Lizard hard as he leaps at her boy, and… amazingly… he manages to plant his feet squarely into the reptile man’s shoulders as he releases his web line to catch the clawed hands before they latch onto his thighs. May puts a hand to her mouth as she looks on in worry… fearing for Peter’s safety.

“Stay down, Ninja Turtle reject!” Spidey shouts as he kicks the Lizard away and webs him up lightning fast before throwing a web line to change direction. His momentum increases as that line is caught on a lamp pole and Spidey is directed back at Doc Ock.

As he comes flying in, Spider-man fires several webs off to trap Doc Ock’s metal arms… first, the walking arms are webbed to the pavement… then the reaching arms are knocked back hard by a pair of even faster web bullets (which burst on impact to gum up the claws)… and, finally, Spider-man impacts the new armor vest encasing the cephalopod-named super villain right in the gut. Spidey holds the web line as it goes taut allowing Doc Ock to fly backwards alone. Just before the line snaps him back due to its flexibility, Spidey lets go and drops to the pavement in a crouch… which is slightly different than what he normally does in his red and blue outfit.

 

___________

 

Trouble… with a capital _‘T’_ … comes in the form of a rampaging Lizard and a solid description of that eight-legged freak, Doctor Octopus, as Peter listens in on the emergency scanners he has hacked into through his smartphone… but when he arrives on scene a few minutes later… he sees a figure in black on the pavement… and as he starts to repel down, this odd stranger _web swings_ away quickly.

Peter has no time to process that though because Doc Ock starts to free himself from his webbing. So, without looking in the super villain’s direction, Spider-man rewebs Doc Ock to the car he has obviously impacted earlier. Then suddenly, there is a chorus of noise as shouts and cheers come from all around as New Yorkers reappear out on the street.

Spider-man puzzles over who the new web-slinger is just as the police and the Advanced Threat Containment Unit (A.T.C.U.) arrives. He quickly web slings away in pursuit. Spidey gets about ten blocks south before he loses all trace of the new guy.

Before he can even begin to figure out where the black suited web-slinger went, Spider-man is attacked from the side. His spidey-sense tingles but gives him little time to do more than twist in mid-air to lessen the incoming assault. The black-suited Spider-man zooms in with a battering kick. Spider-man rolls with it and winds up impacting against the stone-faced side of a tall building. A well-placed ensnaring bit of webbing follows suit and Spidey finds his wrists trapped. The black-suited doppelganger then lands in a crotched stance straddling him on the wall.

“Ya know, I’ve heard of devoted fans out there… but this takes the cake.” Spider-man says with a little head wobbling to the new guy. “FYI… the name Spider-man IS already taken… so I guess your name could be Spider-boy.”

“Devoted fans?” The black-suited Spider-man says coldly and chuckles. “Don’t flatter yourself too much there, Pete-y.” Comes the dark and embittered voice… and it clicks for Peter Parker just who this is.

“H-Harry?” Spidey says shakily.

“So NOW you remember me?” The other Spider-man says and his muscles seem to ripple and expand a little.

“What happened to you, Harry?” Spider-man starts. “What’d you do to get like this?” His voice is strained with concern for his former friend.

“What you made do.” Harry says coldly as he slowly shifts his position. His form starts bulking up a little more.

“This isn’t you, Harry.” Peter pleads.

“Oh, this is the real me… besides… you really should call me Venom from now on… _Spider-man_.” Venom says as his mask splits into a menacing fanged maw. He then balls his fist up and his black arm ripples and swells with muscle mass.

“You’re better than this, Harry.” Peter says as he tenses his muscles.

“Like you’d know!” Venom rages as he swings. Spider-man reacts quickly… using his super strength to free himself from the webbing as well as buck his black suited foe away. Spidey doesn’t let him get far though… as he whips a web line out tagging Venom’s torso, then a sharp yank and a dodge brings the new web-slinger face first into the side of the stone wall. It cracks from the force of the blow. Spidey drops, web lines away to land on the wall a little further down and to side of Venom.

“You can come back from this!” Spidey shouts as a now more muscled Venom pulls away from the building and shakes the recent impact off.

“There is no going back! Only forward!” Venom growls out and leaps away from the structure to swing away on a web line. His muscle mass shrinking as he goes. Spider-man follows suit in all haste… but this new and improved Harry is too fast and quickly gives him the slip. Peter’s options are limited now. He could go to Harry’s apartment and try talking to him again… but that comes with the high risk of backfiring by breaking out into a big fight. So Peter has to stay away from his former friend… at least for now.

“I’m gonna need back-up and fast.” Peter says to himself as he swings away.

**Author's Note:**

> Adrian Drago in the Ultimate Spider-Man comics was modeled off of Jason Statham and I think it would be kick ass if they got him to play as The Vulture… so Vulture in this fic looks like Jason Statham. Alex O’Hirn, the new Rhino, I think Norman Reedus would be good as this character. He can pull off the Irish accent very well since he was in Boondock Saints, but I like his scruffy look in The Walking Dead, so think Irish Daryl while reading the parts with Rhino.


End file.
